Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):

4)

Proposed maximum aggregate value of transaction:

5)

Total fee paid:

¨

Fee paid previously with preliminary materials.

¨

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

It is my pleasure to invite
you to our Annual Meeting of Stockholders, which will be held on Thursday, August 6, 2015, at Arlington Hall at Lee Park, 3333 Turtle Creek Blvd., Dallas, Texas 75219, at 8:00 a.m. We hope that you will attend the meeting, but we encourage you
to vote by proxy whether or not you plan to attend the meeting in person.

This year we are again taking advantage of the Securities and Exchange
Commission rules that allow companies to furnish their proxy materials over the Internet. As a result, beginning on June 19, 2015, we are mailing a Notice Regarding the Availability of Proxy Materials, or Notice, to many of our stockholders
instead of a paper copy of the materials for the Annual Meeting. The Notice contains instructions on how to access the proxy materials over the Internet and vote online, as well as how stockholders can elect to receive paper copies of the materials.
We believe that this process should expedite stockholders receipt of proxy materials and provide stockholders with the information they need, while being consistent with our objective of conserving our natural resources and reducing the costs
of printing and distributing our proxy materials.

If you attend the Annual Meeting and desire to vote your shares personally rather than by proxy,
you may withdraw your proxy at any time before it is exercised.
Your vote is very important, whether you own one share or many.

The annual meeting of stockholders of Eagle Materials Inc., which we refer to as the
Company, will be held at Arlington Hall at Lee Park, 3333 Turtle Creek Blvd., Dallas, Texas 75219, at 8:00 a.m., local time, on Thursday, August 6, 2015. At the meeting, stockholders will vote on:

(1)

Election of the four Class III directors identified in the accompanying proxy statement, each to hold office for three years.

(2)

Approval of an advisory resolution regarding the compensation of our named executive officers.

(3)

Approval of the expected appointment of Ernst & Young LLP as the Companys independent auditors for the fiscal year ending March 31, 2016.

(4)

Any other matters properly brought before the annual meeting, or any adjournment thereof.

The
Companys Board of Directors has fixed the close of business on June 8, 2015 as the record date for the determination of stockholders entitled to notice of and to vote at the meeting or any adjournment thereof. Only record holders of the
Companys common stock, par value $0.01 per share, which we refer to as our Common Stock, at the close of business on the record date are entitled to notice of and to vote at the annual meeting. A list of holders of Common Stock
will be available for examination by any stockholder at the meeting and, during the ten-day period preceding the meeting date at the executive offices of the Company located at 3811 Turtle Creek Blvd., Suite 1100, Dallas, Texas 75219-4487.

For further information regarding the matters to be acted upon at the annual meeting, I urge you to carefully read the accompanying proxy
statement.
If you have questions about these proposals or would like additional copies of the proxy statement, please contact: Eagle Materials Inc., Attention: James H. Graass, Secretary, 3811 Turtle Creek Blvd., Suite 1100, Dallas, Texas
75219-4487 (telephone: (214) 432-2000).

You are cordially invited to attend the annual meeting. Your vote is important.
Whether or not you expect to attend the annual meeting in person, please vote through the Internet (as described in the Notice) or by telephone or fill in, sign, date and promptly return the accompanying form of proxy in the enclosed postage-paid
envelope so that your shares may be represented and voted at the annual meeting. This will not limit your right to attend or vote in person at the annual meeting. Your proxy will be returned to you if you choose to attend the annual meeting and
request that it be returned. Shares will be voted in accordance with the instructions contained in your proxy, but if any proxies that are signed and returned to us do not specify a vote on any proposal, such proxies will be voted in the manner, if
any, recommended by the Board.

The accompanying proxy, mailed or provided online, together with this proxy statement, is solicited by and on behalf of the Board of Directors
of Eagle Materials Inc., which we refer to as the Company, for use at the annual meeting of stockholders of the Company and at any adjournment or postponement thereof. References in this proxy statement to we, us,
our or like terms also refer to the Company. References to our Board of Directors or Board refer to the Board of Directors of the Company. The Notice Regarding the Availability of Proxy Materials, this proxy
statement and accompanying proxy were first mailed to our stockholders on or about June 19, 2015.

Date, Time and Place
of the Annual Meeting

The 2015 annual meeting of our stockholders will be held at Arlington Hall at Lee Park, 3333 Turtle Creek Blvd.,
Dallas, Texas 75219, at 8:00 a.m., local time, on Thursday, August 6, 2015.

Purposes of the Annual Meeting and
Recommendations of our Board of Directors

At the meeting, action will be taken upon the following matters:

(1)

Election of Directors.
Stockholders will be asked to elect the four Class III directors identified in this proxy statement, each to hold office for a term of three years.

Our Board of Directors recommends that you vote for the election of its four nominees for director named in this proxy
statement.

(2)

Advisory Vote on Compensation of our Named Executive Officers.
We are asking you to approve a non-binding advisory resolution regarding the compensation of our named executive officers as reported in this proxy
statement.

Our Board of Directors recommends that you vote for the non-binding advisory resolution approving
the compensation of our named executive officers.

(3)

Approval of the Expected Appointment of Ernst & Young LLP.
We are asking you to approve the expected appointment by our Audit Committee of Ernst & Young LLP as the Companys independent
auditors for the fiscal year ending March 31, 2016.

Our Board of Directors recommends that you vote for
the approval of the expected appointment of Ernst & Young LLP as the Companys independent auditors for the fiscal year ending March 31, 2016.

(4)

Other Business.
In addition, you may be asked to vote upon such other matters, if any, as properly come before the annual meeting, or any adjournment thereof.

Our Board of Directors does not know of any matters to be acted upon at the meeting other than the matters set forth in items (1) through
(3) above.

The record date for the determination of holders of the Companys Common Stock, par value $0.01 per share, which we refer to as our
Common Stock, entitled to notice of and to vote at the meeting, or any adjournment or postponement of the meeting, is the close of business on June 8, 2015. In this proxy statement, we refer to this date as the record
date. As of the record date, there were 50,234,767 shares of our Common Stock issued and outstanding and entitled to vote at the meeting. Our stock transfer books will not be closed in connection with the meeting. Our Common Stock is listed on
the New York Stock Exchange, or NYSE, under the symbol EXP.

How Proxies Will be Voted

Shares represented by valid proxies will be voted at the meeting in accordance with the directions given. If the enclosed proxy card is signed
and returned without any direction given, the shares will be voted in the manner, if any, recommended by the Board. The Board does not intend to present, and has no information indicating that others will present, any business at the annual meeting
other than as set forth in the attached Notice of Annual Meeting of Stockholders. However, if other matters requiring the vote of our stockholders properly come before the meeting, it is the intention of the persons named in the accompanying form of
proxy to vote the proxies held by them in accordance with their best judgment in such matters.

How to Revoke Your Proxy

You have the unconditional right to revoke your proxy at any time prior to the voting thereof by submitting a later-dated proxy, by
attending the meeting and voting in person, or by written notice to us addressed to: Eagle Materials Inc., Attention: James H. Graass, Secretary, 3811 Turtle Creek Blvd., Suite 1100, Dallas, Texas 75219-4487. No such revocation shall be effective,
however, unless and until received by the Company at or prior to the meeting.

Quorum and Required Vote

The presence at the meeting, in person or represented by proxy, of the holders of a majority of the voting power of the shares of our capital
stock entitled to vote on any matter shall constitute a quorum for purposes of such matter. Abstentions and broker non-votes will be included in determining the presence of a quorum at the meeting. The holders of Common Stock will be entitled
to one vote per share on each matter that may properly be brought before the meeting or any adjournment thereof. There is no cumulative voting.

Proposal

Required Vote

Effect of Abstentions and

Broker Non-Votes

Election of Directors

Majority of votes cast

No effect on outcome of vote

Advisory vote on compensation of our named executive officers

Majority of votes cast

No effect on outcome of vote

Approval of the expected appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending March 31, 2016

Affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy at the meeting

Same effect as votes against proposal

Pursuant to the rules of the NYSE, brokers do not have discretionary authority to vote in the election of
directors if they did not receive instructions from the beneficial owner because the election of directors is not considered a routine matter. The advisory vote regarding executive compensation is also not considered routine,
and brokers may not vote your shares with respect to such matter without instructions from you.

The cost of soliciting proxies for the meeting will be borne by the Company. Solicitations may be made on behalf of our Board by mail, personal
interview, telephone or other electronic means by officers and other employees of the Company, who will receive no additional compensation therefor. To aid in the solicitation of proxies, we have retained the firm of Okapi Partners, which will
receive a fee of approximately $9,000, in addition to the reimbursement of out-of-pocket expenses. We will request banks, brokers, custodians, nominees, fiduciaries and other record holders to forward copies of this proxy statement to persons on
whose behalf they hold shares of Common Stock and to request authority for the exercise of proxies by the record holders on behalf of those persons. In compliance with the regulations of the Securities and Exchange Commission, or SEC,
and the NYSE, we will reimburse such persons for reasonable expenses incurred by them in forwarding proxy materials to the beneficial owners of our Common Stock.

How You Can Vote

You can vote your shares at the meeting, by telephone, over the Internet or by completing, signing, dating and returning your proxy in the
enclosed envelope.

Our
Board of Directors is the ultimate decision-making body of the Company, except with respect to those matters reserved to our stockholders. The primary responsibilities of our Board include:



the selection, compensation and evaluation of our Chief Executive Officer and oversight over succession planning;



oversight of our strategic planning;



approval of all our material transactions and financings;



oversight of processes that are in place to promote compliance with law and high standards of business ethics;



advising management on major issues that may arise; and



evaluating the performance of the Board and its committees, and making appropriate changes where necessary.

Members of our Board of Directors are divided into three classes based on their term of office (Class I, II and III). The directors in each
such class hold office for staggered terms of three years each. At present, each class has three directors, except for Class III, which has four directors. Our Board has determined that the Board shall consist of ten directors.

The following table shows the composition of our Board after the annual meeting, assuming the election of the proposed slate of Class III
director nominees:

Class

Directors

Class I
: Term expires at the 2016 annual meeting and every three years thereafter

Robert L. Clarke

Martin M. Ellen

Steven R. Rowley

Class II:
Term expires at the 2017 annual meeting and every three years thereafter

Laurence E. Hirsch

Michael R. Nicolais

Richard R. Stewart

Class III:
Term expires at the 2018 annual meeting and every three years thereafter

F. William Barnett

Richard Beckwitt

Ed H. Bowman

David W. Quinn

Director Independence

NYSE corporate governance rules require that our Board of Directors be comprised of a majority of independent directors. Our Board of Directors
has determined, upon the recommendation of our Corporate Governance and Nominating Committee, which we refer to as our Governance Committee, that all members of our Board of Directors, other than Mr. Rowley, are
independent within the meaning of the independence requirements of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, and the corporate governance rules of the NYSE.

In determining that nine of our ten directors are independent, our Board of Directors considered the following facts:



Messrs. F. William Barnett, Richard Beckwitt, Ed H. Bowman, Robert L. Clarke, Martin M. Ellen and Richard R. Stewart have no relationship with the Company that potentially affects their independence.



From 1987 until his retirement in March 2002, Mr. David W. Quinn was an officer of Centex Corporation, our former parent, which we refer to as Centex. Because it has been over five years since his
retirement as an officer of Centex and in light of the absence of any other material relationship with the Company (other than as a director of the Company), our Board of Directors has determined that Mr. Quinn has no material relationship with
the Company.



From 1985 until his retirement in March 2004, Mr. Laurence E. Hirsch was an officer of Centex. Mr. Hirsch was also our interim Chief
Executive Officer for approximately six months from April 2003 until September 2003 prior to the appointment of Mr. Rowley as Chief Executive Officer in September 2003. Because it has been over ten years since Mr. Hirsch retired from
Centex or served as an officer of the Company on an interim

basis, and in light of the absence of any other material relationship with the Company (other than as a director of the Company), our Board of Directors has determined that Mr. Hirsch has no
material relationship with the Company.



Mr. Michael R. Nicolais entered into an employment relationship with a company owned by another member of our Board of Directors, Laurence E. Hirsch, in 2004. In particular, in April 2004, Mr. Nicolais
accepted employment as president of Highlander Partners L.P., or Highlander Partners, a private investment partnership of which Mr. Hirsch is the sole equity owner. In view of, among other things: (1) the fact that
Mr. Nicolais has never served as an officer or employee of the Company or any of its parents or subsidiaries; (2) the employment relationship between Mr. Nicolais and Highlander Partners commenced after the completion of the spin-off
of the Company from Centex and after the date Mr. Hirsch retired as an executive officer and director of Centex; (3) the investment services provided by Mr. Nicolais to Highlander Partners are largely unrelated to the Company (except
to the extent that such services involve investment services relating to a portion of the shares of our Common Stock beneficially owned by Mr. Hirsch); and (4) the fact that, as described above, our Board of Directors has determined that
Mr. Hirsch himself has no material relationship with the Company, our Board of Directors determined that Mr. Nicolais has no material relationship with the Company.

Nominees

Each
of the nominees listed below is currently a member of our Board of Directors. Each of these nominees has been recommended for nomination by our Governance Committee (with Mr. Barnett abstaining as to his own nomination) after considering the
criteria described below under the heading Corporate Governance and Nominating Committee. We have no reason to believe that any of the listed nominees will become unavailable for election, but if for any reason that should be the case,
proxies may be voted for substitute nominees. Because this is an uncontested election of directors, a majority of votes cast by the holders of our Common Stock (number of shares voted for a director nominee must exceed the number of
votes cast against the director nominee) will be required to elect the nominees for director in accordance with our Bylaws and our Corporate Governance Guidelines. (A plurality voting standard would apply in a contested election.) If an
incumbent director is not re-elected, such director will promptly tender his or her resignation to the Chairman of the Board, and a special committee of independent directors will consider the resignation and make a recommendation to the Board as to
whether to accept or reject such resignation. The Board will then publicly disclose its decision regarding the resignation and the rationale behind the decision.

Our Corporate Governance Guidelines generally require directors to retire at the first annual meeting that occurs after the directors 72
nd
birthday unless the Board (other than the affected director) waives the requirement upon the recommendation of the Governance Committee. The Board has previously approved such a waiver for
Mr. Quinn, which waiver expires in 2016. Therefore, although each of the nominees is standing for election to a three-year term, if elected, Mr. Quinn is expected to retire from the Board at the 2016 annual meeting.

Recommendation of the Board

Our Board of Directors recommends that holders of Common Stock vote for the election of the nominees listed below to serve as
Class III directors for a three-year term ending at our 2018 annual meeting of stockholders:

Set forth below is information about the nominees standing for election at our 2015 annual meeting, as well as our continuing directors whose
terms of office do not expire at such annual meeting. The biographical information appearing below regarding the nominees for director and continuing directors has been furnished to us by the respective nominees and directors. Also included below is
a brief description of how each individuals experience qualifies him to serve as a director of the Company.

Nominees for Director
Whose Terms Expire at our 2015 Annual Meeting

(Class III Directors)

Name

Age

Year First
Elected

Business Experience and Principal Occupation;

Directorships in Public Corporations and Investment Companies

F. William Barnett

68

2003

Mr. Barnett retired in 2003 from his position as a Director in the Dallas office of McKinsey & Company, Inc., an international consulting
firm, after 23 years of employment, where he led the firms Strategy Practice. Mr. Barnett has previously served as an Adjunct Professor at the Yale School of Management and currently teaches at the Jesse H. Jones Graduate School of Business at
Rice University. Mr. Barnetts book,
The Strategic Career: Let Business Principles Guide You
, was released in 2015. Mr. Barnett is a member of our Governance Committee and Compensation Committee.

Mr. Barnett brings to the Board, the Governance Committee and the Compensation Committee
his corporate governance and strategy development and implementation experience gained from his long career in management consulting and his service on another board.

Richard Beckwitt

56

2014

Mr. Beckwitt is the President of Lennar Corporation. He joined Lennar in March 2006 as an Executive Vice President and was promoted to
President in April 2011. Mr. Beckwitt served on the Board of Directors of D.R. Horton, Inc. from 1993 to November 2003. From 1993 to March 2000, he held various executive officer positions at D.R. Horton, including President of the Company. From
March 2000 to April 2003, Mr. Beckwitt was the owner and principal of EVP Capital, L.P., a venture capital and real estate advisory company. From 1986 to 1993, Mr. Beckwitt worked in the Mergers and Acquisitions and Corporate Finance Departments at
Lehman Brothers. Mr. Beckwitt is a member of our Audit Committee.

Mr. Beckwitt brings
to the Board and the Audit Committee his extensive executive experience gained through his service as the President and executive officer of public companies within the homebuilding industry, as well as finance-related experience with a major
investment banking firm.

Ed H. Bowman

68

2011

Mr. Bowman served as Chief Executive Officer, President and a director of SOURCECORP from 1996 until 2011. Prior to 1996, Mr. Bowman was a
senior executive at First Data Corporation. Mr. Bowman serves on the advisory board of the J. Mack Robinson College of Business at Georgia State University. Mr. Bowman serves as Chair of our Compensation Committee.

Mr. Bowman brings to the Board and the Compensation Committee his proven leadership and
business experience as the retired CEO of an expanding company. Mr. Bowman also brings corporate governance, finance and compensation knowledge gained from his experience at other public companies.

David W. Quinn

73

1994

Mr. Quinn served as a director of Centex from 1989 until its merger with Pulte in 2009, as Vice Chairman of the Board of Directors of Centex from May 1996 to March 2002, as Executive Vice President of Centex from February 1987 to
May 1996, and Chief Financial Officer of Centex from February 1987 until June 1997 and again from October 1997 until May 2000. Mr. Quinn is a member of our Audit Committee.

Mr. Quinn brings to the Board and the Audit Committee his extensive management, financial and audit experience gained from his 17 years as CFO and/or Vice Chairman of the Companys former parent company and through prior
experience as a partner with a major public accounting firm. Mr. Quinn also brings corporate governance experience gained from membership on the boards of other public and private companies.

Continuing Directors Whose Terms Expire at our 2016 Annual Meeting

(Class I Directors)

Name

Age

Year First
Elected

Business Experience and Principal Occupation;

Directorships in Public Corporations and Investment Companies

Robert L. Clarke

72

1994

Mr. Clarke was a partner in the law firm of Bracewell & Giuliani LLP (formerly known as Bracewell & Patterson) from 1971 to December
1985, returned to the firm as a partner in March 1992 and retired from that firm in December 2014. From December 1985 to February 1992, he was Comptroller of the Currency of the United States. Mr. Clarke is also a director of Stewart Information
Services Corporation. Mr. Clarke is a member of our Audit Committee and Governance Committee.

Mr. Clarke brings to the Board, the Audit Committee and the Governance Committee extensive financial and legal experience and knowledge of corporate governance
and financial oversight gained from his long legal career, his membership on the boards of other public companies and his service as Comptroller of the Currency of the United States.

Martin M. Ellen

61

2013

Mr. Ellen has served as Chief Financial Officer and Executive Vice President at Dr Pepper Snapple Group, Inc. since April 2010. Mr. Ellen
also served as the Chief Financial Officer and Senior Vice President - Finance of Snap-on Inc. from November 2002 to March 2010. Mr. Ellen is a certified public accountant and serves as Chair of our Audit Committee.

Mr. Ellen brings to the Board and the Audit Committee his extensive management, finance
and audit experience gained from over 25 years serving as chief financial officer with public and private companies and prior experience with a major public accounting firm.

Steven R. Rowley

62

2003

Mr. Rowley has been the Companys President and Chief Executive Officer since September 2003. Mr. Rowley is also a member of the
Executive Committee of our Board of Directors. Mr. Rowley joined the Company in 1991 as a plant manager at its Nevada cement operations and subsequently became Executive Vice President of the Companys Illinois Cement Company subsidiary in June
of 1995. Mr. Rowley was named the Companys Executive Vice President-Cement in 1998. In 2001, Mr. Rowleys operational responsibilities were expanded to include concrete and aggregates. Mr. Rowley was the Companys Chief Operating
Officer from October 2002 until September 2003.

Mr. Rowley brings to the Board his
extensive executive and operations experience in the construction products industry, including over 20 years of service with the Company.

Mr. Hirsch is Chairman of Highlander Partners, a private investment company. He has served as Chairman of our Board of Directors from July
1999 to the present and also served in that capacity from January 1994 through December 1997. He was our interim Chief Executive Officer from April 2003 through September 2003. Mr. Hirsch is a member of the Executive Committee of our Board of
Directors. Until his retirement on March 31, 2004, Mr. Hirsch served Centex Corporation in various capacities, including as President beginning in 1985, as Chief Executive Officer beginning in July 1988 and as Chairman of its board of directors
beginning in July 1991. Mr. Hirsch served as a director of Belo Corp. from August 1999 through January 2008 and continued as a director of A. H. Belo until May 2011. Mr. Hirsch served as a director of the Federal Home Loan Mortgage Corp. (Freddie
Mac) from November 2009 until February 2012. Mr. Hirsch is currently Chairman of the Center for European Policy Analysis.

Mr. Hirsch brings to the Board his extensive executive experience gained through his service as the CEO of a public company. In addition, Mr. Hirsch brings
extensive knowledge of the Company through having served as our Chairman for 20 years. Mr. Hirsch also brings valuable experience as an executive officer within the construction products industry and his knowledge of corporate governance and
financial oversight gained from his membership on the boards of other public companies.

Michael R. Nicolais

57

2001

In April 2004, Mr. Nicolais became President of Highlander Partners. From August 2002 until March 2004, Mr. Nicolais served as Managing
Director of Stephens, Inc., an investment banking firm. Prior to joining Stephens, Inc., he was a partner in the private investment firm of Olivhan Investments, L.P. from March 2001 until August 2002. From August 1986 to December 2000, he was
employed by Donaldson, Lufkin & Jenrette Securities Corporations Investment Banking Division, most recently in the position of Managing Director and co-head of that firms Dallas office. Mr. Nicolais serves as a member of our
Compensation Committee.

Mr. Nicolais brings to the Board and the Compensation
Committee his extensive knowledge of capital markets, financial analysis and financial oversight gained through his experience as an investment banker and investment manager.

Richard R. Stewart

65

2006

From 1998 until 2006 Mr. Stewart served as President and CEO of GE Aero Energy, a division of GE Power Systems and as an officer of General
Electric Company. Mr. Stewart retired from General Electric in 2006. Mr. Stewarts career at General Electric began in 1998 as a result of General Electrics acquisition of the gas turbine business of Stewart & Stevenson Services, Inc.
Mr. Stewart began his career at Stewart & Stevenson in 1972 and while at Stewart & Stevenson served in various positions including as Group President and member of the board of directors. Mr. Stewart also served as a director of Plug Power
Inc. from July of 2003 to March of 2006. Mr. Stewart became a director of Kirby Corporation in 2008 and was a director of Lufkin Industries, Inc. from 2009 until its acquisition by GE Oil & Gas in 2013. Mr. Stewart was elected to the board of
Exterran Holdings, Inc. in April 2015. Mr. Stewart serves as Chair of our Governance Committee.

Mr. Stewart brings to the Board and the Governance Committee his proven leadership and business experience as the former CEO of a manufacturing company. Mr.
Stewart also brings corporate governance experience gained from membership on the boards of other public companies and as an officer with General Electric.

During the Companys fiscal year ended March 31, 2015, our Board of Directors held four regularly scheduled meetings and five special
meetings. During such fiscal year, all of the incumbent directors attended at least 75% of the meetings of the Board and the committees of the Board on which they served. In accordance with our informal policy, we anticipate that all continuing
directors and nominees will attend our 2015 annual stockholders meeting. All of our then-current directors attended our 2014 annual meeting. We strongly encourage all directors to attend our stockholder meetings. Our non-employee directors (which
currently constitute all our directors, except for Mr. Rowley) meet immediately after all Board meetings without management present. Mr. Hirsch presides at all executive sessions of the non-employee directors.

Board compensation for the 12-month period from August 2014 through July 2015 was approved by our Board of Directors in August 2014. The Board
adopted a director compensation structure in which directors who are not employees of the Company or any of our subsidiaries received compensation for their services during the 12-month period from August 2014 through July 2015 by electing one of
the following two compensation package alternatives:

(1)

total compensation valued at $160,000, of which $75,000 is paid in cash and the remainder is provided in the form of an equity grant valued at $85,000; or

(2)

an equity grant valued at $180,000.

The grant date value of the equity grant under either alternative is
allocated between restricted stock and options to purchase Common Stock (based upon the recommendation of the Compensation Committee) with respect to each non-employee director.

In accordance with the terms of the Eagle Materials Inc. Amended and Restated Incentive Plan, which we refer to as our Incentive
Plan, the exercise price of stock options is set at the closing price of the Common Stock on the NYSE on the date of grant. The number of option shares granted is determined as of the date of grant by using the Black-Scholes method. All the
options granted to directors in August 2014 were fully exercisable when granted and have a ten-year term.

The number of shares of
restricted stock is determined as of the date of grant using the closing price of the Common Stock on the NYSE on the date of grant. The restricted stock granted to directors in August 2014 was earned at the time of grant; however, the shares will
not become fully vested (unrestricted) until the directors service on the Board terminates because of the directors death or the directors retirement in accordance with the Companys director retirement policy, or under such
circumstances as are approved by the Compensation Committee. During the restriction period the director will have the right to vote the shares. In addition, the director will also be entitled to cash dividends as and when the Company issues a cash
dividend on the Common Stock. Notwithstanding the above, the restricted shares issued to Mr. Hirsch do not have voting rights and are not entitled to cash dividends, but rather to a dividend-equivalent payment.

Non-employee directors who chair committees of the Board of Directors receive additional annual compensation. The Governance Committee Chair
receives a fee of $10,000 per year. The chairs of the Audit Committee and the Compensation Committee each receive a fee of $15,000 per year. The Chairman of the Board receives a fee of $50,000 per year. Chairpersons who choose compensation package
alternative one (part equity and part cash) receive this additional compensation in the form of cash. Chairpersons who choose compensation package alternative two (all equity) receive this additional compensation in the form of equity, in which case
a 26.67% premium is added to such fees when valuing the equity to be received by such chairperson.

If non-employee directors hold
unvested restricted stock units, which we refer to as RSUs, granted as part of director compensation in prior fiscal years (which currently includes Messrs. Barnett, Hirsch and Nicolais), these directors will receive dividend equivalent
units as and when the Company pays a cash dividend on the Common Stock in accordance with the terms of the RSUs.

All directors are
reimbursed for reasonable expenses of attending meetings.

The amounts in this column reflect the value of restricted stock awards made to the directors in the fiscal year ended March 31, 2015 and are consistent with the grant date fair value of the award computed in
accordance with FASB ASC Topic 718. For assumptions used in determining these values, refer to footnote (J) to the Companys audited financial statements for the fiscal year ended March 31, 2015 included in the Companys Annual
Report on Form 10-K filed with the SEC on May 22, 2015, or Fiscal 2015 Form 10-K.

(2)

The amounts in this column reflect the value of option awards made to the directors in the fiscal year ended March 31, 2015 and are consistent with the grant date fair value of the award computed in accordance with
FASB ASC Topic 718. For assumptions used in determining these values, refer to footnote (J) to the Companys audited financial statements for the fiscal year ended March 31, 2015 included in the Fiscal 2015 Form 10-K.

(3)

The amounts in this column represent dividend payments made in fiscal 2015 to the directors with respect to restricted stock awarded to such directors, except as otherwise noted.

(4)

Messrs. Barnett, Clarke and Quinn elected to receive 100% of their director compensation in the form of equity.

(5)

Mr. Beckwitt was appointed to the Board in September 2014 and received cash compensation for his services as a director from the date of his appointment through July 2015.

(6)

Mr. Bowman is the Chair of the Compensation Committee. He elected to receive 100% of his director compensation in the form of equity (including his chairperson fee).

(7)

Mr. Ellen is Chair of the Audit Committee. He selected the compensation package where he receives a portion of his director compensation in the form of equity and a portion in cash. Mr. Ellen received his
committee chairperson fee in cash.

(8)

Mr. Hirsch is the Chairman of the Board. He elected to receive 100% of his director compensation in the form of equity (including his chairperson fee).

(9)

Includes $480 of dividend equivalent cash payments made to Mr. Hirsch in connection with restricted stock awarded to Mr. Hirsch.

(10)

Mr. Nicolais selected the compensation package where he receives a portion of his director compensation in the form of equity and a portion in cash.

(11)

Mr. Stewart is the Chair of the Governance Committee. He elected to receive 100% of his director compensation in the form of equity (including his committee chairperson fee). The previous year, Mr. Stewart
elected to receive a portion of his director compensation in the form of cash, some of which was paid during fiscal year 2015.

The following chart shows the number of outstanding stock options, RSUs and shares of restricted stock held by
each director as of March 31, 2015.

Name

Stock Options
(1)

RSUs
(2)

Restricted Stock
(3)

F. William Barnett

78,088

8,611

4,860

Richard Beckwitt







Ed H. Bowman

6,293



4,780

Robert L. Clarke

96,540



3,646

Martin M. Ellen

3,354



742

Laurence E. Hirsch

131,850

11,173

4,993

Michael R. Nicolais

33,259

3,787

1,624

David W. Quinn

31,321



6,384

Richard R. Stewart

15,752



2,440

(1)

All of these stock options were fully exercisable as of March 31, 2015.

(2)

The RSUs granted to non-employee directors are not payable until the non-employee directors service on the board terminates because of the directors death or the directors retirement in accordance with
the Companys director retirement policy, or under such circumstances as are approved by the Compensation Committee. The number of RSUs reflected in this column includes the following aggregate dividend equivalent units, which are accrued by
holders of our RSUs at any time we pay a cash dividend on our Common Stock: Mr. Barnett  1,099 RSUs; Mr. Hirsch  1,430 RSUs; and Mr. Nicolais  487 RSUs.

(3)

The restrictions on the restricted stock granted to non-employee directors will not lapse until the non-employee directors service on the board terminates because of the directors death or the
directors retirement in accordance with the Companys director retirement policy, or under such circumstances as are approved by the Compensation Committee. Any cash dividends declared and paid by the Company during the restricted period
are paid in cash with respect to such restricted stock.

The positions of Chairman of the Board and CEO are performed by two different persons. Mr. Rowley, our CEO, focuses on the day-to-day
operation of the Companys businesses and participates in both operational and long-term strategy and development. Mr. Hirsch, our Chairman, oversees the Companys general strategic direction and leads and manages the Board.

As part of its primary risk management function, the Audit Committee oversees the preparation by management of a risk report on a quarterly
basis. However, our entire Board of Directors is also charged with, and is actively involved in, identifying, evaluating and managing risks on behalf of the Company, and the Board undertakes to hold discussions on these topics with management and
the Audit Committee throughout the year. Further, the independent directors address risk management in executive sessions without management present. As appropriate in the context of their chartered roles, the Boards other committees also
perform risk management and oversight activities during the year. For example, the Governance Committee is responsible for overseeing governance issues that may create governance risks, such as board composition, director selection and other
governance policies and practices that are critical to the success of the Company.

Risk Assessment in Compensation Programs

Consistent with SEC disclosure requirements, management, the Compensation Committee and the Board have assessed the Companys compensation
programs. Based upon all of the facts and circumstances available to the Company at the time of the filing of this Proxy Statement, the Board has concluded that risks arising from the Companys compensation policies and practices are not
reasonably likely to have a material adverse effect on the Company or encourage unnecessary and excessive risk-taking. This assessment was overseen by the Compensation Committee, in consultation with management. We reviewed the compensation policies
and practices in effect for our executive officers, senior management and other employees and assessed the features we have built into the compensation programs to discourage excessive risk-taking. These features include, among other things, a
balance between different elements of compensation, use of different time periods and performance metrics for different elements of compensation, restrictions on pricing authority, review and approval of material contracts, and stock ownership
guidelines for senior management.

The standing committees of our Board of Directors include the Audit Committee, the Compensation Committee, the Governance Committee and the
Executive Committee. The following table lists the chairpersons and members of each committee as of March 31, 2015, and the number of meetings held by each committee during the fiscal year ended March 31, 2015:

Director

Audit

Compensation

Governance

Executive

F. William Barnett

Member

Member

Richard Beckwitt

Member

Ed H. Bowman

Chair

Robert L. Clarke

Member

Member

Martin M. Ellen

Chair

Laurence E. Hirsch

Chair

Michael R. Nicolais

Member

David W. Quinn

Member

Steven R. Rowley

Member

Richard R. Stewart

Chair

Number of Meetings in Fiscal 2015

6

8

6

3

Audit Committee

Our Board has a standing Audit Committee, composed of at least three independent directors. Our Audit Committee assists the Board in fulfilling
its responsibility to oversee the integrity of our financial statements, our compliance with legal and regulatory requirements, the qualifications and independence and appointment of our independent auditors and the performance of our internal audit
function and independent auditors. Our Audit Committee is governed by an amended and restated Audit Committee charter, a copy of which may be viewed on our website at
www.eaglematerials.com
and will be provided free of charge upon written
request to our Secretary at our principal executive office.

Our Board has determined that each member of our Audit Committee is
independent within the meaning of applicable (1) corporate governance rules of the NYSE and (2) requirements set forth in the Exchange Act and the applicable SEC rules. In addition, our Board has determined that each member of our Audit
Committee satisfies applicable NYSE standards for financial literacy and that, based on his auditing and financial experience, including over 25 years of experience as a chief financial officer with public and private companies and prior experience
with a major public accounting firm, Mr. Ellen is an audit committee financial expert within the meaning of the rules of the SEC.

Unless otherwise determined by the Board, no member of our Audit Committee may serve as a member of an audit committee of more than two other
public companies.

select, appoint, compensate, evaluate, retain and oversee the independent auditors engaged for purposes of preparing or issuing an audit report or related work or performing other audit, review, or attestation services
for us;



obtain and review, at least annually, a formal written statement from our independent auditors describing all relationships between our auditors and the Company and engage in a dialogue with our auditors with respect to
any disclosed relationships or services that may impact the objectivity and independence of the auditors and to recommend appropriate action in response to the reports to our Board;



pre-approve all audit engagement fees and terms and all permissible non-audit services provided to us by our independent auditors, in accordance with the committees policies and procedures for pre-approving audit
and non-audit services;



establish procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and (ii) the confidential,
anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters;

discuss with management the types of information to be disclosed and the types of presentations to be made in our earnings press releases, as well as the financial information and earnings guidance we provide to
analysts and rating agencies;



annually review and assess the performance of the Audit Committee and the adequacy of its charter;



discuss policies with respect to risk assessment and risk management; and



prepare the report that is required to be included in our annual proxy statement regarding review of financial statements and auditor independence.

Our Audit Committees report on our financial statements for the fiscal year ended March 31, 2015 is presented below under the
heading Audit Committee Report.

Our Audit Committee meets separately with our independent auditors and with members of our
internal audit staff outside the presence of the Companys management or other employees to discuss matters of concern, to receive recommendations or suggestions for change and to exchange relevant views and information.

Compensation Committee

Our Boards Compensation Committee is composed of independent directors who meet the corporate governance standards of the NYSE
including the enhanced NYSE independence requirements for directors serving on compensation committees, qualify as non-employee directors within the meaning of Rule 16b-3(b)(3) of the Exchange Act and as outside directors
within the meaning of the Internal Revenue Code. Under its amended and restated charter, which you may review on our web site at
www.eaglematerials.com
(and a copy of which will be provided to you free of charge upon written request to our
Secretary at our principal executive office), the primary purposes of our Compensation Committee are to assist the Board in discharging its responsibilities relating to compensation of our Chief Executive Officer and other senior executives and to
direct the preparation of the reports regarding executive compensation that the rules of the SEC require to be included in our annual proxy statement. The Compensation Committee is authorized to hire outside advisers after taking into account all
factors relevant to the advisers independence from management. For additional information regarding outside advisers engaged by the Compensation Committee, please see Compensation Discussion and Analysis beginning on page 20 of
this proxy statement.

periodically review and make recommendations to our Board as to our general compensation philosophy and structure, including reviewing the compensation programs for senior executives and all of our benefit plans to
determine whether they are properly coordinated and achieve their intended purposes;



annually review and approve corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluate his or her performance as measured against such goals and objectives and to set the salary
and other cash and equity compensation for our Chief Executive Officer based on such evaluation;



review and, after the end of the fiscal year and in consultation with our Chief Executive Officer, approve the compensation of our senior executive officers who are required to make disclosures under Section 16 of
the Exchange Act, who we refer to as our senior executive officers;



administer the Companys compensation plans for which it is named as plan administrator, including our Incentive Plan;



report on compensation policies and practices with respect to our executive officers as required by SEC rules; and



review and assess the performance of the Compensation Committee and the adequacy of its charter annually and recommend any proposed changes to the Board.

In accordance with the terms of our Incentive Plan, the Compensation Committee has delegated to the Special Situation Stock Option Committee
(whose sole member is our CEO) the authority to grant time-vesting stock options in special circumstances. Under this authorization, the Special Situation Stock Option Committee may grant stock options to newly-hired employees and newly-promoted
employees, under terms set by the Compensation Committee. This authority for fiscal 2016, which expires on May 31, 2016, is limited to an aggregate of 60,000 option shares, no one individual may receive more than 15,000 option shares, and
Section 16 reporting persons may not receive awards pursuant to this authority. Stock options granted under this delegation of authority vest 20% per year commencing on the first anniversary of the grant date. During fiscal 2015, 35,000
stock options were granted to employees under this authority out of a maximum of 60,000.

Our Compensation Committees report for the fiscal year ended March 31, 2015 is
presented below under the heading Compensation Committee Report beginning on page 19 of this proxy statement.

Our
Compensation Committee meets as often as it deems appropriate, but no less than twice per year.

Governance Committee

Our Boards Governance Committee is composed of independent directors who meet the corporate governance standards of the NYSE. The
primary purposes of this committee are: (1) to advise and counsel our Board and management regarding, and oversee our governance, including our Boards selection of directors; (2) to develop and recommend to the Board a set of
corporate governance principles for the Company; and (3) to oversee the evaluation of our Board and management. Our Governance Committee has adopted a written charter, and our Board has also adopted Corporate Governance Guidelines. Both the
Governance Committee charter and the Corporate Governance Guidelines may be viewed on our web site at
www.eaglematerials.com
and will be provided free of charge upon written request to our Secretary at our principal executive office.

review and assess the adequacy of its charter annually and recommend any proposed changes to our Board for approval;



monitor the quality and sufficiency of information furnished by management to our Board;



actively seek, recruit, screen, and interview individuals qualified to become members of the Board, and consider managements recommendations for director candidates;



evaluate the qualifications and performance of incumbent directors and determine whether to recommend them for re-election to the Board;



establish and periodically re-evaluate criteria for Board membership;



recommend to the Board the director nominees for each annual stockholders meeting; and



recommend to the Board nominees for each committee of the Board.

The Governance Committee
initiates and oversees an annual evaluation of the effectiveness of the Board and each committee, as well as the composition, organization (including committee structure, membership and leadership) and practices of the Board. This evaluation is
confidential as to each member of the Board and its committees. Part of the Governance Committees self-evaluation process involves an assessment of the effectiveness of the Companys corporate governance policies, which includes the
Companys policies surrounding diversity.

Among the criteria the Governance Committee uses in evaluating the suitability of
individual nominees for director (whether such nominations are made by management, a stockholder or otherwise) are their integrity, experience, achievements, judgment, intelligence, personal character, ability to make independent analytical
inquiries, willingness to devote adequate time to Board duties and the likelihood that he or she will be able to serve on the Board for a sustained period. In connection with the selection of nominees for director, the Governance Committee gives due
consideration to diversity in perspectives, backgrounds, business experiences, professional expertise, gender and ethnic background among the Board members.

Members of the Governance Committee, other members of the Board or executive officers may, from time to time, identify potential candidates
for nomination to our Board. All proposed nominees, including candidates recommended for nomination by stockholders in accordance with the procedures described below, will be evaluated in light of the criteria described above and the projected needs
of the Board at the time. As set forth in its charter, the Governance Committee may retain a search firm to assist in identifying potential candidates for nomination to the Board of Directors.

Our Governance Committee will consider candidates recommended by stockholders for election to our Board. A stockholder who wishes to recommend
a candidate for evaluation by our Governance Committee should forward the candidates name, business or residence address, principal occupation or employment and a description of the candidates qualifications to the Chairman of the
Governance Committee at the following address: Eagle Materials Inc., Attention: Secretary, 3811 Turtle Creek Boulevard, Suite 1100, Dallas, Texas 75219-4487.

Our Bylaws provide that, to be considered at the 2016 annual meeting, stockholder nominations for the Board of Directors must be submitted in
writing and received by our Secretary at the executive offices of the Company during the period beginning on February 6, 2016 and ending May 6, 2016, and must contain the information specified by and otherwise comply with the terms of our
Bylaws. Any stockholder wishing to receive a copy of our Bylaws should direct a written request to our Secretary at the Companys principal executive offices.

No nominees for election to the Board at our 2015 annual meeting of stockholders were submitted
by stockholders or groups of stockholders owning more than 5% of our Common Stock.

Executive Committee

The principal function of our Boards Executive Committee is to exercise all of the powers of the Board to direct our business and affairs
between meetings of the Board, except that the Executive Committee may not amend our Certificate of Incorporation or Bylaws, adopt an agreement of merger or consolidation under Delaware law, recommend the sale of all or substantially all of our
assets or recommend the dissolution of the Company or the revocation of a dissolution. In addition, unless authorized by resolution of our Board of Directors, the Executive Committee may not declare a dividend, authorize the issuance of stock or
adopt a certificate of ownership and merger under Delaware law.

Compensation Committee Interlocks and Insider Participation

No member of our Compensation Committee had a relationship during the fiscal year ended March 31, 2015 that requires disclosure
as a Compensation Committee interlock.

How to Contact Our Board

Shareholders and other interested parties can communicate directly with our Board, a committee of our Board, our independent directors as a
group, our Chairman of the Board or any other individual member of our Board by sending the communication to Eagle Materials Inc., 3811 Turtle Creek Blvd., Suite 1100, Dallas, Texas 75219-4487, to the attention of the director or directors of your
choice (e.g., Attention: Chairman of the Board of Directors or Attention: All Independent Directors, etc.). We will relay communications addressed in this manner as appropriate. Communications addressed to the attention of
the entire Board are forwarded to the Chairman of the Board for review and further handling.

The following list sets forth the names, ages as of the date of this proxy statement and principal occupations of each person who was an
executive officer of the Company during the fiscal year ended March 31, 2015 and who is not also a member of our Board. Except as noted below, all of these persons have been elected to serve until the next annual meeting of our Board or until
their earlier resignation or removal.

Name

Age

Title

D. Craig Kesler

39

Executive Vice President  Finance and Administration and Chief Financial Officer (has held current office since August 2009; Vice President  Investor Relations and Corporate Development from March 2005 through August
2009; Audit Manager with Ernst & Young LLP from April 2002 through September 2004).

Gerald J. Essl

65

Executive Vice President  Cement/Aggregates and Concrete

(has held current office since January 2003; President of Texas Lehigh Cement Company from 1985 through December 2002).

James H. Graass

57

Executive Vice President, General Counsel and Secretary

(Executive Vice President and General Counsel since November 2000; Mr. Graass was named Secretary of the Company in July 2001).

Michael Haack

42

Executive Vice President  Chief Operating Officer

(has held current office since December 2014; Mr. Haack was employed at Halliburton Energy Services for the 17 years prior to joining the Company, most
recently as Global Operations Manager at Halliburtons Sperry Drilling division).

David B. Powers

65

Executive Vice President  Gypsum and President of American Gypsum Company

(has held current office since January 2005; Executive Vice President  Marketing, Sales and Distribution of American Gypsum Company from June 2002
through December 2004; Vice President, Customer Service of USG Corporation from 2000 through 2002; Vice President, Specialty Products and Architectural Systems Business of USG Corporation from 1998 through 2000).

Robert S. Stewart

61

Executive Vice President  Strategy, Corporate Development and Communications

(has held current office since August 2009; Senior Vice President of Centex Corporation from 2000 through August 2009).

William R. Devlin

49

Senior Vice President, Controller and Chief Accounting Officer

(has held current office since August 2009; Vice President and Controller from October 2005 through August 2009; Director of Internal Audit from September 2004
through September 2005; Senior Manager with PricewaterhouseCoopers LLP from July 1999 through August 2004).

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement with
management, which has the responsibility for preparing the Compensation Discussion and Analysis. Based on such review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be
included in this Proxy Statement.

Because Eagle Materials operates in highly cyclical industries, our performance relative to our industry peers is a critical consideration when
evaluating management performance. Peer comparisons help to distinguish the effects of management performance from the more general effects of business cycle trends, thereby providing important information that has bearing on management rewards. For
purposes of the discussion that follows, our direct peers are four domestic public company competitors, our industry peers are the direct peers plus international industry participants, and our compensation peers
are the direct peers plus supplemental peers, in each case as described more fully in the Market Comparisons section below.

The Compensation Committee believes that certain operational/financial metrics, including those that are relevant to a companys position
as a low-cost producer, are important to maintaining a long-term competitive advantage in commodity businesses like those in which Eagle participates and are key factors in assessing the Companys performance against its industry peers. In line
with our belief, in setting compensation for our fiscal year ended March 31, 2015, our Compensation Committee reviewed (at the beginning of such fiscal year) the Companys performance against its industry peers using several different
metrics, including net income growth (five-, three- and one-year), revenue growth (five-, three- and one-year), return on equity (five- and three-year), return on assets (five- and three-year), earnings per share, return on total capital (ten-,
five- and three-year) and total shareholder return (twenty-, ten-, five-, three- and one-year).
The Company outperformed all of the industry peer group in 12 of the 19 categories and was above the
75
th
percentile in all remaining categories
.

During our fiscal
year ended March 31, 2015, the Company continued its strong performance relative to its industry peers. The following graph demonstrates Eagles superior performance as measured by total shareholder return relative to its industry peers
over time:

Source:
Longnecker & Associates. All measures are for the periods ended as of March 31, 2015.

The Companys prudent use of debt and its low-cost position in its markets left Eagle well-positioned to
capitalize during fiscal 2015 on new opportunities, including its November 2014 acquisition of CRS Proppants, a supplier of frac sand to the energy industry.

Pay-for-performance is a longstanding core tenet of our compensation philosophy and one of the keys to Eagles long-term success. For
years, our executive compensation programs have incorporated pay-for-performance and many other compensation best practices, including the following:



No employment agreements with our executives.



No tax gross-up agreements with our executives.



No defined benefit plans are provided to our executives.



Our incentive plan prohibits the re-pricing of options.



A substantial portion of our annual long-term compensation awards are performance-based (and in many years, such as fiscal 2015, all of such awards are performance-based).



Our executives are provided very limited perquisites.



The benefits provided to our executives under the defined contribution Profit Sharing and Retirement Plan are determined on the same basis as the benefits provided all salaried employees.



Our stock ownership guidelines require management to align their long-term interests with those of our stockholders.



Under our insider trading policy, employees and executives are prohibited from speculating in our securities or engaging in transactions designed to hedge their ownership interests.

At Eagle Materials, we do not view our employees as merely an expense of the Company. Instead, we strive to invest in our people
and their futures as a means of delivering more long-term value to our stockholders and customers.

Fiscal 2015 Compensation Highlights

The following highlights of our executive compensation program in fiscal 2015 exemplify our long-standing commitment to sound
compensation practices, including pay-for-performance.



The various components of the compensation payable to our legacy Named Executive Officers, or Legacy NEOs (this term excludes Michael Haack, who joined the Company as Executive Vice President and Chief
Operating Officer in December 2014Mr. Haacks compensation package is addressed separately below) during fiscal 2015 are as follows:

The base salaries for fiscal 2015 for our Legacy NEOs are on average between the median and the 75
th
percentile base salary of our compensation peer group.



Approximately 76% of the total compensation of our Legacy NEOs, on average, for fiscal 2015 was performance-based.



100% of our cash annual incentive bonus for our Legacy NEOs for fiscal 2015 was performance-based in that the bonus pool amount is tied to, and varies with, our operating earnings. Also, cash annual incentive bonuses
were structured in all cases so that they could be adjusted downward by the Compensation Committee at the end of the fiscal year based on an individual Legacy NEOs performance.



100% of the value of our annual long-term awards made to Legacy NEOs during fiscal 2015 was in the form of performance-based restricted stock and stock options. These grants were to be earned if the Company attained a
target level average return on equity for the ten years ended March 31, 2015. In the event the performance target was satisfied, each Legacy NEOs grant was structured so that it could be adjusted downward by the Compensation Committee at
the end of the fiscal year based on an individual Legacy NEOs performance. In May 2015, the Compensation Committee determined that the performance target had been satisfied, and the Committee did not exercise negative discretion with respect
to any NEOs grant.



One fifth of the earned restricted shares vested upon the certification by the Compensation Committee, and the remaining shares will vest ratably on March 31 of 2016, 2017, 2018 and 2019 (assuming continued service
by the relevant officer).



One third of the earned stock options vested upon the certification by the Compensation Committee, and the remaining options will vest ratably on March 31 of 2016 and 2017 (assuming continued service by the
relevant officer).



As noted above, Mr. Haack joined the Company as Executive Vice President and Chief Operating Officer in December 2014. Some key features of his initial compensation package:



Base salary of $500,000 per year.



Target annual bonus of 100% of base salary.



Sign-on bonus of $150,000.



Equity grant of (i) 10,000 shares of restricted stock time vesting over 5 years, and (ii) 50,000 stock options time vesting over 5 years.



The right to receive certain severance payments if he is involuntarily terminated within the first two years of his employment.



Some key features of the fiscal 2015 compensation for Steven Rowley, our CEO:



Mr. Rowleys base salary in fiscal 2015 was increased 3%.



Mr. Rowleys total compensation disclosed in the Summary Compensation Table on page 36 increased 7.5% from fiscal 2014. Over 90% of such increase was attributable to Mr. Rowleys annual incentive
bonus, which increased in proportion with Eagles earnings.



Over 60% of Mr. Rowleys cash compensation for fiscal 2015 was performance-based.



Approximately 82% of Mr. Rowleys total compensation for fiscal 2015 was performance-based.

At the 2014 Annual Meeting of Stockholders, the Companys stockholders voted to approve a non-binding advisory resolution approving the
compensation paid to our Named Executive Officers as disclosed in the proxy statement for the 2014 Annual Meeting of Stockholders. The vote was 98.3% in favor, 1.4% against (with 0.3% abstaining). In light of the significant stockholder support of
the executive compensation program, no substantive changes were made to the executive compensation program for fiscal 2015 as a result of the stockholder vote.

The Compensation Committee is firmly committed to providing its executives with compensation opportunities that are tied to Company
performance and stockholder value creation. We encourage you to review the complete description of the Companys executive compensation program prior to casting your vote on this years say-on-pay advisory vote proposal (Proposal
No. 2).

Named Executive Officers

This Compensation Discussion and Analysis is intended to provide investors with a more complete understanding of our compensation policies and
decisions during fiscal 2015 for the following persons who were Named Executive Officers during such fiscal year:

Our compensation philosophy is based on the principles that executive compensation should:



Align the interests of our executives with those of our stockholders,



Reflect the Companys performance as well as the executives individual performance,



Motivate management to achieve the Companys operational and strategic goals,



Reward performance by both our executives and the Company relative to our peers performance in light of business conditions, and



Be designed to attract, retain and motivate highly qualified and talented executives over time.

We believe that a significant portion of an executives compensation should be at risk  that is, dependent upon our
operational and financial performance and the individuals performance. The key features of our executive compensation program include the following:

(1)

We seek to align the interests of executives with those of our stockholders by:

To achieve our compensation objectives for fiscal 2015, our executive compensation program used a
combination of short-term and long-term elements: (1) annual salary, (2) annual incentive bonus, and (3) long-term incentive compensation in the form of stock options and restricted stock. Each element of long-term and short-term
compensation is discussed more fully below under the heading Elements of Executive Compensation.

No Employment Agreements;
No Change-in-Control Agreements
. We do not currently have employment agreements or change-in-control agreements with any Named Executive Officer; however, under the terms of our award agreements, unvested equity awards become fully vested and
exercisable in the event of a change in control. See Change in Control Benefits below. Also, we have agreed to pay Mr. Haack certain severance payments if he is terminated within the first two years of his employment. See New
Named Executive Officer Compensation and Benefits below.

Compensation Risk

Although a significant portion of potential compensation to our executive officers is performance-based, we do not believe that our
compensation policies, principles, objectives and practices are structured to promote inappropriate risk taking by our executives. We believe that the focus of our overall compensation program encourages management to take a balanced approach that
focuses on increasing and sustaining our profitability. See Board Leadership Structure and Role in Risk Oversight  Risk Assessment in Compensation Programs above.

Role of the Compensation Committee and Management in Executive Compensation

Our Compensation Committee has certain duties and responsibilities relating to the compensation of the CEO and the other senior executive
officers. See Board Committees  Compensation Committee above. The senior executive officers include all of the Named Executive Officers. In particular, the Compensation Committee is charged with the responsibility to:



Review and make recommendations regarding our general compensation philosophy and structure,



Annually review and approve corporate goals and objectives relevant to the compensation of our CEO,



Evaluate our CEOs performance in light of such goals and objectives,



Set the salary and other cash and equity compensation for our CEO based on such evaluation,



Review and approve the compensation of our other senior executive officers,



Administer each of our plans for which our Compensation Committee has administrative responsibility,

The
Compensation Committee consists solely of directors who are independent under the NYSE listing standards (including the enhanced independence requirements for compensation committee members) and Section 162(m) of the Internal Revenue Code, and
who are non-employee directors under Rule 16b-3 of the Exchange Act. The Compensation Committee is authorized to hire such outside advisors as it deems appropriate. The Compensation Committees charter may be found in the
Investor Relations/Corporate Governance section of our website
www.eaglematerials.com
.

The Compensation Committee sets compensation for the Named Executive Officers on an annual basis. In general, the process for setting
compensation involves the following steps:



As early as practicable after the beginning of each fiscal year, the Compensation Committee determines (1) the salary of each Named Executive Officer for such fiscal year, (2) the overall size of the annual
incentive bonus pools based on operating earnings in which the Named Executive Officers will have the opportunity to participate during such year and the percentage of the pool assigned to each Named Executive Officer, (3) whether the
Compensation Committee will make any long-term incentive compensation awards in such fiscal year, (4) if the Compensation Committee decides to make long-term compensation awards for such fiscal year, the nature of and terms applicable to such
awards, including the form any such awards will take (e.g., options, restricted stock, restricted stock units and/or cash), the individual long-term compensation potential for awards to be made to each Named Executive Officer, the performance- or
time-vesting criteria (or both) that will apply to any such awards, and the exercisability or payment schedules that will apply to any such awards if the performance criteria are satisfied, and (5) the Eagle Materials Special Situation Program
for such fiscal year and the overall funding levels for such program based on operating earnings. For fiscal 2015, the Compensation Committee made these determinations at four separate meetings held in April, May and June 2014.



After the end of the fiscal year, the Compensation Committee (1) reviews and approves the annual incentive bonus pools, (2) determines the extent to which the performance criteria for the prior fiscal year
applicable to any long-term incentive awards were satisfied, (3) determines the amount of the downward adjustment, if any, to be made to the annual incentive bonus payment to each Named Executive Officer based on individual performance, and
(4) if applicable, makes awards under the Eagle Materials Special Situation Program. The Compensation Committee made these determinations for fiscal 2015 at two separate meetings held in May 2015.

Our CEO, Mr. Rowley, participates to a certain extent in the administration of our
compensation program for Named Executive Officers, other than himself. At the end of each fiscal year, Mr. Rowley provides input to the Compensation Committee on the performance of each of the other Named Executive Officers and recommends
compensation adjustments (salary adjustments for the current fiscal year, any downward adjustments to annual incentive bonus levels for the recently completed fiscal year, and annual incentive bonus levels for the current fiscal year) and, if
applicable, long-term incentive award levels for such Named Executive Officers. Mr. Rowley also provides input on the structure of our long-term incentive awards (if any) for such Named Executive Officers, including the long-term incentive
award levels and the performance or other criteria that determine vesting and other terms and conditions applicable to the awards. The Compensation Committee considers Mr. Rowleys input, along with other information presented by its
compensation consultants or otherwise available to it, in making its final compensation decisions with respect to the Named Executive Officers.

Engagement of a Compensation Consultant

In early 2014, the Compensation Committee again retained Longnecker &
Associates (L&A), an independent compensation consulting firm based in Houston, Texas, to review levels and incentive components of our executives compensation in an effort to align the compensation of our officers
competitively with the market. The primary role of L&A was to provide the Compensation Committee with market data and information regarding compensation trends in our industry and to make recommendations regarding base salaries, the design of
our incentive programs and executive compensation levels. Our management did not direct or oversee the retention or activities of L&A with respect to our executive compensation program. L&A also provided assistance in reviewing this
Compensation Discussion & Analysis. The Compensation Committee has assessed the independence of L&A pursuant to SEC and NYSE rules and concluded that no conflict of interest exists that would prevent L&A from independently advising
the Compensation Committee.

Market Comparisons

The data used by L&A in its survey of the compensation peer group, which we refer to as our compensation study, was weighted so that 50%
was from published surveys from Towers Watson, ERI and Mercer, and 50% was from disclosure in compensation peer group proxy statements.

Compensation Peers

At
the beginning of fiscal 2015 (spring of 2014) L&A identified compensation peer candidates based on (1) prior peer groups used by the Company, (2) companies of similar size within industries related to the Companys industry, and
(3) other similar companies in the construction materials and related industries. L&A then analyzed each company based on revenue, assets, net income, market capitalization, enterprise value, and EBITDA. Based on this analysis, L&A
recommended no change in the peer group utilized by the Compensation Committee in fiscal 2014. Based on L&As recommendation, the Compensation Committee utilized the following 12-company peer group in analyzing fiscal 2015 compensation
(compensation peer group), which is the same compensation peer group utilized by the Committee for fiscal 2014:

This peer group includes four domestic public company competitors, which we
refer to as our direct peers. None of the direct peer companies operates in all of our segments, however. The other companies listed above are referred to as our supplemental peers and include companies in related industries.
We refer to our direct peers and our supplemental peers together as our compensation peers.

L&A delivered its
compensation peer analysis report to the Compensation Committee in March 2014, utilizing trailing 12 months financials for revenue, assets and net income as of March 19, 2014, and market capitalization and enterprise value as of March 19,
2014. The Companys ranking in each of the categories utilized by L&A was as follows: revenue (27
th
percentile); assets (32
nd
percentile); net income (69
th
percentile); market capitalization (62
nd
percentile); enterprise value (58
th
percentile); and EBITDA (41
st
percentile). Overall, the Company ranked at the 48
th
percentile on average across the six financial measures.

We are aware that institutional shareholder advisors, such as
Institutional Shareholder Services, Glass Lewis and others, utilize methodologies to determine peer groups that may differ from our process. We believe that the methodologies they use may result in a peer group that does not provide a
close fit for Eagle. For example, if the institutional shareholder advisor relies upon GICS codes to identify potential peers, the resulting peer group would include many companies whose operations are dissimilar to ours. Additionally,
if the institutional shareholder advisor constructs a peer group based solely on revenues, the resulting peer group can create a poor fit for two reasons. First, because of accounting rules we are unable to include our 50/50 Texas Lehigh joint
ventures revenues in our revenue line itemwe instead account for that entity in a separate line item valuing the equity interest in an unconsolidated joint venture. Our revenue is, in effect, understated. Second, in our industry, with
large up-front capital projects, we believe that cash flow and earnings are more important than revenues when evaluating peers. For these reasons and in light of the peer analysis described above, we believe that the compensation peer group
identified by our Compensation Committee for fiscal 2015 provides a more appropriate and meaningful basis for assessing our executive compensation.

Industry Peers

Because
Eagle Materials operates in highly cyclical industries, the Compensation Committee believes that reviewing our performance relative to our industry peers is a critical consideration when evaluating management performance. Such peer comparisons help
to distinguish the effects of management performance from the more general effects of business cycle trends, thereby providing important information bearing on management rewards. This peer group, which we refer to as our industry peers,
was constructed by L&A with input from management and is comprised of the direct peers noted above, plus the following international industry participants: Titan Cement Co. S.A., CRH plc, Buzzi Unicem S.p.A., Holcim Ltd., HeidelbergCement AG,
Lafarge S.A., Cementos Bio-Bio S.A., Cementos Portland Valderrivas S.A., Cemex S.A.B. de C.V., Italcementi S.p.A., Cementos Argos S.A., and Headwaters Incorporated. In May 2014, L&A presented the Compensation Committee with the Companys
performance results against this industry peer group as part of its compensation decision-making. The Compensation Committee reviewed the Companys performance in the following 19 categories, in each case against the entire industry peer group
(all measures were trailing 12 months as of May 15, 2014, except for total stockholder return, which was based on the periods ending on March 31, 2014, our fiscal year-end):

The Company outperformed all of the
industry peer group in 12 of the 19 categories and was above the 75
th
percentile in all remaining categories.
The Compensation Committee used the survey of the compensation peer group prepared
by L&A, which we refer to as our compensation study, and the performance comparisons to the industry peers prepared by L&A, which we refer to as our industry performance study, as reference points in establishing the main components of Named
Executive Officer compensation: salaries, annual incentive bonus opportunity and long-term compensation awards.

New Named Executive Officer Compensation and Benefits

Effective December 1, 2014, the Company appointed Michael Haack as the Companys Executive Vice President and Chief Operating
Officer, a newly created position in response to the Companys significant growth and continued strategic expansion in construction and energy-related markets. Mr. Haack was formerly Global Operations Manager at Halliburton Companys
Sperry Drilling division. Mr. Haacks compensation package includes:



An initial base salary of $500,000 per year.



An annual bonus potential targeted at 100% of annual base salary (with a potential range of 0 to 200% of annual base salary) based on the achievement of individual performance goals and the Companys financial
results.



A cash signing bonus of $150,000.



A long-term grant of (i) 10,000 shares of restricted stock, which will vest ratably over 5 years; and (ii) 50,000 stock options, which will vest ratably over 5 years.



The Company will pay for Mr. Haacks expenses to relocate to Dallas from Houston, as well as his temporary living expenses in Dallas during a reasonable transition period.



In addition to the other benefits described below (salary continuation plan, etc.), Mr. Haack will also be entitled to receive a payment of $1,000,000 if his employment is involuntarily terminated by the Company
before the first anniversary of his start date, or $500,000 if his employment is involuntarily terminated by the Company between the first and second anniversary dates.

In November 2014, in connection with the hiring of Mr. Haack, the Compensation Committee approved Mr. Haacks total
compensation package outlined above. The Committees objective was to provide a total competitive compensation package sufficient to attract and retain him while at the same time integrating him into, and maintaining consistency with, the
Companys existing compensation structure. L&A provided the Compensation Committee with market information from the compensation peer group for Mr. Haacks position. This information was used to inform, not dictate, the
Compensation Committees decision regarding Mr. Haacks compensation. Ultimately, the pay levels and equity awards reflected in Mr. Haacks package were, in the Compensation Committees judgment and based upon available
information, a competitive pay package for Mr. Haacks position and experience and were not targeted or benchmarked at any particular level.

Elements of Executive Compensation

In addition to the health benefit plans and programs generally available to all employees, our executive compensation program includes the
following elements:



Base salary



Annual incentive bonus



Long-term incentive compensation



Salary continuation plan

Base Salary

Salaries of the Named Executive Officers are reviewed annually as well as at the time of a promotion or significant change in responsibilities.
As described above, the Compensation Committee engaged L&A to conduct the compensation study at the beginning of fiscal 2015. The Named Executive Officer base salaries for fiscal 2014 (which was the data reviewed in the L&A compensation

study) were on average aligned with the median of the salary levels for the equivalent positions at the companies reviewed in the compensation peer group in the compensation study. The fiscal
2015 base salaries for the Named Executive Officers were set as follows: Mr. Rowley - $912,000; Mr. Kesler - $363,000; Mr. Essl - $386,000; and Mr. Powers - $386,000. Considerations that may influence the salary level for a Named
Executive Officer include individual performance, the Named Executive Officers skills or experience, our operating performance and the nature and responsibilities of the position. Following the base salary adjustments, the salaries of the
Named Executive Officers were, on average, between the median and the 75
th
percentile of the L&A compensation study.

Annual Incentive Bonus

The Compensation Committee is responsible for approving the annual incentive bonus for our CEO and the other Named Executive Officers. Annual
incentive bonuses paid to our Named Executive Officers for fiscal 2015 were made under (1) the Eagle Materials Inc. Salaried Incentive Compensation Program for Fiscal Year 2015, which we refer to as the Eagle Annual Incentive Program,
(2) annual incentive compensation programs for fiscal 2015 established for particular operating divisions of the Company, which we refer to as Divisional Annual Incentive Bonus Programs, and (3) the Eagle Materials Inc. Special Situation
Program for Fiscal Year 2015, which we refer to as the SSP. In general, the Named Executive Officers whose responsibilities extend to the Company as a whole (Messrs. Rowley and Kesler) participate in the Eagle Annual Incentive Program, and the Named
Executive Officers whose responsibilities relate primarily to a particular operating division (Messrs. Essl and Powers) participate in relevant Divisional Annual Incentive Bonus Programs. All of our Named Executive Officers are eligible to
participate in the SSP. These incentive programs were structured to create financial incentives and rewards that are directly related to corporate performance and the participating Named Executive Officers individual performance during the
fiscal year.

The Compensation Committee believes these programs are consistent with our compensation philosophy in that they place a
significant portion of the executives compensation at risk. Generally, under these programs, a significant portion of the executives total compensation is dependent upon the performance of the Company (or our operating
divisions) as well as the individuals performance. The Companys annual incentive bonus programs also reflect the Committees philosophy of aligning the interests of our executives with those of the shareholders. These programs
create this alignment by providing that an officers annual bonus potential varies directly with our operating earnings (in the case of the Eagle Annual Incentive Plan) or the operating earnings of a division (in the case of a Divisional Annual
Incentive Bonus Program). Although individual performance and achievement of goals (as discussed in more detail below under Annual Performance Evaluation) affect the actual incentive bonus amount, our programs are structured in such a
way that the executive officers incentive bonus potential can vary considerably as operating earnings change from year to year.

Mr. Haack did not participate in the above programs in fiscal 2015, having joined the Company in December 2014. See New Named
Executive Officer Compensation and Benefits above.

Eagle Annual Incentive Program

For fiscal 2015, Messrs. Rowley and Kesler were participants in the Eagle Annual Incentive Program. Under this program, during the first
quarter of each fiscal year, a percentage of our operating earnings is designated by the Compensation Committee as a pool for bonuses, and each participating Named Executive Officer is assigned a share of such pool, representing the executives
maximum bonus opportunity. At the end of the fiscal year, the size of the pool is determined, based on the amount of operating earnings generated during such fiscal year, and annual incentive bonuses are paid to each participating executive in the
form of a lump sum cash payment reflecting his share of the pool, subject to the exercise of negative discretion by the Compensation Committee to reduce (but not increase) the amount of the cash payment based on the executives
individual performance during the fiscal year. The amount of the annual incentive bonus paid to an executive is based on the level of our operating earnings, the share of the pool designated for such executive, and an assessment of such
executives individual performance.

In the first quarter of fiscal 2015, the Compensation Committee approved the designation of
1.35% of annual operating earnings for annual incentive bonuses for all executives participating in the Eagle Annual Incentive Program, including the Named Executive Officers. The Committee believes that operating earnings is an appropriate
measurement for annual incentive bonuses because this measure is tied more closely to operations. The bonus pool is not subject to a separate cap or maximum, but is merely a function of multiplying the pre-determined percentage by our operating
earnings for the applicable fiscal year. At the end of fiscal 2015, the Compensation Committee determined that the aggregate amount available for the Eagle Annual Incentive Program for fiscal 2015 was $3,573,041. This pool amount was not
quantifiable until the end of fiscal 2015 and includes amounts available for payment to officers and employees other than the Named Executive Officers. In setting the percentage of operating earnings which would fund the pool for the Eagle Annual
Incentive Program, the Compensation Committee considered several factors, including our compensation philosophy that a significant portion of the executives compensation should be at risk and subject to the Companys success
(level of operating earnings).

In May 2014, the Compensation Committee set the annual incentive bonus potential for the participants in
the Eagle Annual Incentive Program. In allocating the pool, the Compensation Committee did not rely on mathematical formulas or apply any specific quantitative performance measures. Rather, the Compensation Committees determination was based
on the amount of annual

incentive bonus compensation payable to executives in other companies who fulfill similar roles as illustrated in the compensation study prepared by L&A and the share of the pool historically
allocated to officers in such roles by the Company, Mr. Rowleys recommendation for each participant (other than himself), as well as the Compensation Committees assessment of the executives importance and contribution to the
organization, the executives importance in driving the achievement of Company goals and profitability, and the executives level of responsibility. The Compensation Committee set the bonus potential for the Named Executive Officers as
follows:



Mr. Rowleys annual incentive bonus potential was set at 40% of the bonus pool.



Mr. Keslers annual incentive bonus potential was set at 16% of the bonus pool.

Divisional Annual Incentive Bonus Programs

During fiscal 2015, each of Messrs. Essl and Powers participated in a Divisional Annual Incentive Bonus Program. Under these programs, a
percentage of a divisions operating earnings is allocated to the bonus pool and each participating employee is assigned a share of the pool, representing the employees maximum bonus opportunity. At the end of the fiscal year, the size of
the pool is determined and annual bonuses are paid to participating employees in the form of a lump sum cash payment in accordance with their shares of the pool, subject to the exercise of negative discretion by our CEO (or, in the case of bonuses
paid to Named Executive Officers, the Compensation Committee) based on the employees individual performance during the fiscal year.

Because of his responsibilities for our Cement and Concrete and Aggregates operations, Mr. Essl participated in both the Eagle Materials
Inc. Cement Companies Salaried Incentive Compensation Program for Fiscal Year 2015 and the Eagle Materials Inc. Concrete and Aggregates Companies Incentive Compensation Program for Fiscal Year 2015. Under these programs, the bonus pools equaled
2.25% of each of our concrete and aggregates subsidiaries operating earnings for fiscal 2015 and 2.25% of each of our cement subsidiaries operating earnings for fiscal 2015 (or, in the case of our 50% owned cement joint venture, 2.25% of
our portion of that entitys operating earnings for fiscal 2015), which in each case is also the same percentage the Compensation Committee has set for several years. In deciding to keep the percentage of operating earnings which would fund
these bonus pools the same as the prior year, the Compensation Committee considered several factors, including our compensation philosophy that a significant portion of the executives compensation should be at risk and subject to
the Companys success (level of earnings).

For fiscal 2015, Mr. Powers participated in the Eagle Materials Inc. American Gypsum
Company Salaried Incentive Compensation Program for Fiscal Year 2015. Under this program, the bonus pool equaled 2.25% of American Gypsums operating earnings for fiscal 2015, which is the same percentage the Compensation Committee has set for
several years. In deciding to keep the percentage of operating earnings which would fund these bonus pools the same as the prior year, the Compensation Committee considered several factors, including our compensation philosophy that a significant
portion of the executives compensation should be at risk and subject to the Companys success (level of earnings).

The divisional bonus pools are not subject to a separate cap or maximum, but are merely a function of multiplying the pre-determined
percentage by the applicable operating earnings for the applicable fiscal year. The aggregate amounts available for these programs for fiscal 2015 were as follows: $1,677,236 (Cement); $188,822 (Concrete and Aggregates); and $3,334,795 (American
Gypsum); which in each case was not quantifiable until the end of fiscal 2015 and includes amounts available for payment to officers and employees other than the Named Executive Officers. For comparison purposes, the equivalent amounts in fiscal
2014 were $1,223,219 (Cement); $50,863 (Concrete and Aggregates); and $2,632,412 (American Gypsum); and in fiscal 2007 (record earnings year) the available pools were $1,347,374 (Cement); $385,390 (Concrete and Aggregates); and $4,581,079 (American
Gypsum).

In May 2014, the Compensation Committee set the annual incentive bonus potential for Messrs. Essl and Powers under these
Divisional Annual Incentive Bonus Programs. In determining their respective allocation of the pools, the Compensation Committee did not rely on mathematical formulas or apply any specific quantitative performance measures. Rather, the Compensation
Committees determination took into consideration Mr. Rowleys recommendation, the amount of annual incentive bonus compensation payable to executives in other companies who fulfill similar roles as illustrated in the compensation
study prepared by L&A, the portion of the pools historically allocated to their respective positions and the Compensation Committees assessment of their importance and contribution to their respective divisions performance, their
importance as an officer within their respective divisions in driving the achievement of divisional goals and profitability and their respective levels of responsibility. The Compensation Committee set Mr. Essls annual incentive bonus
potential at 20% of his divisional bonus pools, plus an amount equal to 20% of 2.25% of our half of Texas Lehighs fiscal 2015 operating earnings, and the Compensation Committee set Mr. Powerss incentive bonus potential at 20% of his
divisional bonus pool.

Fiscal 2015 Special Situation
Program

In the first quarter of fiscal 2015 (May 2014), the Compensation Committee approved the SSP, which is a special annual
incentive program intended to recognize outstanding individual performance during the fiscal year. The SSP also provides flexibility to reward performance when special circumstances arise in which our CEO determines that an individual has performed
well but not been adequately compensated pursuant to other components of compensation, including without limitation instances where an

individuals compensation has been adversely affected by market conditions such as a cyclical downturn or in recognition of transactions and events not contemplated at the time the
Compensation Committee set compensation for the applicable year; provided, that awards to executive officers require Compensation Committee approval. Awards under the SSP are not predetermined for any individuals at the beginning of the fiscal year.
All full-time employees of Eagle Materials Inc. or any of our subsidiaries are eligible to receive awards under this program. At the beginning of fiscal 2015, the Compensation Committee determined that 0.35% of our operating earnings for the ensuing
fiscal year would fund the SSP, along with the portions of Eagle and subsidiary incentive compensation plans and subsidiary long-term cash compensation plans not paid out. In setting the percentage of operating earnings which would fund the SSP, the
Compensation Committee considered several factors, including the anticipated operating earnings for fiscal 2015.

Approving the
Annual Incentive Bonus

In May 2015, the Compensation Committee approved the incentive bonus pools for fiscal 2015 for the Company
and each Divisional Annual Incentive Bonus Program. In addition, at the end of fiscal 2015, Mr. Rowley provided performance evaluations of each Named Executive Officer (other than himself) to the Compensation Committee, which evaluations
included an assessment (both subjective and objective) of the achievement of their individual goals and objectives, along with his recommendation for the annual incentive bonus for each such Named Executive Officer. With respect to Mr. Rowley
himself, the Compensation Committee, with input from the entire Board, performed its own evaluation of his performance and the extent to which the goals and objectives established for him for fiscal 2015 had been achieved.

Mr. Rowley

Mr. Rowleys goals and objectives for fiscal 2015 (none of which were quantitative) related to: operational execution; financial
execution; maintaining effective communication with our Board; maintaining the Companys ability to execute its operating strategy; executing the Companys investor relations strategy; and continuing development and execution of the
Companys long-term business strategy. At the end of fiscal 2015, the Compensation Committee conducted its performance evaluation of Mr. Rowley after receiving input from the entire Board. Mr. Rowley also provided input on his
achievement of his goals and objectives for fiscal 2015 under the Eagle Annual Incentive Program. Based on this evaluation, the Compensation Committee believes Mr. Rowley performed at a high level during fiscal 2015 and met or exceeded his
goals and objectives. That evaluation resulted in Mr. Rowley receiving 100% of his bonus potential for fiscal 2015. The Compensation Committee approved an annual incentive bonus for Mr. Rowley under the Eagle Annual Incentive Program of
$1,429,216, which is reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table located on page 36 of this proxy statement. In making this determination, the Compensation Committee did not apply
specific quantitative performance measures or assign a specific weight to any of the above goals. Rather, the Compensation Committee used its judgment to determine the appropriate award level after consideration of Mr. Rowleys performance
in the following areas (among others) over the past fiscal year:

Mr. Rowleys success in driving managements continuing focus on maintaining a healthy balance sheet and prudent use of debt;



Mr. Rowleys leadership in maintaining the Companys focus on continual operating improvements which drove operating profits near record highs;



Mr. Rowleys recruitment of a chief operating officer and ongoing development of the senior leadership team; and



Mr. Rowleys leadership based on a detailed knowledge of all aspects of the business, and demonstration of a hands-on leadership style on the most important matters requiring his attention, balanced with
appropriate delegation of responsibilities in Eagles decentralized organization.

Mr. Kesler

At the end of fiscal 2015, Mr. Rowley reviewed Mr. Keslers performance, finding that Mr. Kesler had achieved his goals
during the fiscal year. Based in part on this review, the Compensation Committee determined that Mr. Kesler had met his goals and awarded Mr. Kesler 100% of his incentive bonus potential, approving an annual incentive bonus for
Mr. Kesler under the Eagle Annual Incentive Program of $561,687, which is reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table located on page 36 of this proxy statement. In making this
determination, the Compensation Committee did not rely on mathematical formulas or assign any specific weights to his goals and objectives. The Committee used its judgment to determine the appropriate award level after taking into consideration
Mr. Rowleys input regarding Mr. Keslers performance and his achievement of the following factors related to his goals and objectives: Mr. Keslers timely and effective completion and communication of required
financial planning and analysis; his assistance in continuing to develop the Companys investor relations strategy and participation in industry-related investor conferences; his participation in evaluation of strategic growth opportunities for
the Company; and his oversight of the Companys IT department.

Mr. Haack joined the Company in December 2014. Mr. Rowley established goals and objectives for Mr. Haack for fiscal 2015. At the
end of fiscal 2015, Mr. Rowley reviewed Mr. Haacks performance, finding that Mr. Haack had performed exceptionally well and achieved his goals during the fiscal year. Based in part on this review and the Companys financial
results, the Compensation Committee determined that Mr. Haack had met his goals and awarded Mr. Haack a bonus of 150% of his annual base pay, prorated for the portion of the fiscal year in which he was employed by the Company, or $250,000,
which is reflected in the Bonus column of the Summary Compensation Table located on page 36 of this proxy statement. In making this determination, the Compensation Committee used its judgment to determine the appropriate award level
after taking into consideration Mr. Rowleys input regarding Mr. Haacks performance and his achievement of the following factors related to the following: Mr. Haacks deep immersion in the various Eagle business units
as part of his development program at Eagle has proceeded exceptionally well, and additionally, Mr. Haacks negotiation of key customer contracts for our frac sand business has added value to the Company.

Mr. Essl

At the end
of fiscal 2015, Mr. Rowley reviewed Mr. Essls performance. Based in part on this review, the Compensation Committee awarded Mr. Essl 100% of his incentive bonus potential and approved an annual incentive bonus for Mr. Essl
under the Eagle Materials Inc. Cement Companies Salaried Incentive Compensation Program for Fiscal Year 2015 and the Eagle Materials Inc. Concrete and Aggregate Companies Incentive Compensation Program for Fiscal Year 2015 of $575,843, which is
reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table located on page 36 of this proxy statement. In making this determination, the Compensation Committee did not rely on mathematical formulas
or assign any specific weights to his goals and objectives. The Committee used its judgment to determine the appropriate award level after taking into consideration Mr. Rowleys input regarding Mr. Essls performance and his
achievement of the following factors related to his goals and objectives: Mr. Essls maintenance of a stringent capital project review process; driving the execution of the Companys operational execution of short-term and long-term
strategies; maintaining the emphasis on low-cost production at all cement, concrete and aggregates companies; and his effective involvement with various marketing and sales efforts.

In addition, in November 2014, the Compensation Committee approved a cash award under the SSP to Mr. Essl in the amount of $500,000. In
making this discretionary award to Mr. Essl, the Compensation Committee did not apply any specific quantitative performance measures. The Compensation Committees determination took into consideration the recommendation of Mr. Rowley
and Mr. Essls significant work over the past four years in creating and developing the Companys frac sand business, including providing leadership and hands-on development of the business from inception to a commercially viable
business with required operating facilities, logistics networks, customer contracts and revenues. The Committee noted that Mr. Essl accomplished all of this in addition to his ongoing responsibilities without additional compensation. The SSP
cash award to Mr. Essl is reflected in the Bonus column of the Summary Compensation Table located on page 36 of this proxy statement.

Mr. Powers

At the
end of fiscal 2015, Mr. Rowley reviewed Mr. Powerss performance. Based in part on this review, the Compensation Committee awarded Mr. Powers 98% of his incentive bonus potential and approved an annual incentive bonus for
Mr. Powers under the American Gypsum Salaried Incentive Compensation Program for Fiscal Year 2015 of $653,620, which is reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table located on page
36 of this proxy statement. In making this determination with regard to the non-quantitative portion of the goals, the Compensation Committee did not rely on mathematical formulas or assign any specific weights to his goals and objectives. The
Committee used its judgment to determine the appropriate award level after taking into consideration Mr. Rowleys input regarding Mr. Powerss performance and his achievement of the following factors related to his goals and
objectives: his achievement of targets related to safety, mill net, operating profit, waste, and product sales; his execution of American Gypsums long-term strategy; his successful sales and marketing efforts with customers; and his
participation in various environmental and energy efficiency groups.

Long-Term Incentive Compensation

Consistent with the Compensation Committees philosophy of linking compensation to our performance, all of our long-term incentive
compensation program for fiscal 2015 has been structured to link the vesting of equity awards to the achievement by the Company of specific performance levels. To enhance retention of key employees, once earned, the performance awards contain a
further time-vesting component.

Our three-year average burn rate (a measure of historical dilution) is well below our industry norms. The Companys three-year average
burn rate (which is based on the number of awards grantedor, in the case of performance awards, awards earnedin each fiscal year, divided by the weighted-average common shares outstanding for such fiscal year) is 1.19%. The 2015 cap for
our industry published by ISS is 2.91%.

Grant Practice

All of the Named Executive Officers participate in our long-term incentive compensation program. In fiscal 2015, the Compensation Committee
approved equity grants as described below. The date on which an equity award is granted is the date specified in the resolutions of the Compensation Committee authorizing the grant. The grant date must fall on or after the date on which the
resolutions are adopted by the Committee. As provided in the Incentive Plan, for stock options, the exercise price is the closing price of our Common Stock on the grant date, as reported by the NYSE.

In addition, the Compensation Committee, as provided in our Incentive Plan, has delegated to the Special Situation Stock Option Committee
(whose sole member is our CEO) the authority to grant stock options to newly-hired employees and newly-promoted employees, under terms set by the Compensation Committee. This authority for fiscal 2016, which expires on May 31, 2016, is limited
to an aggregate of 60,000 option shares; no one individual may receive more than 15,000 option shares in a given year; and Section 16 reporting persons may not receive awards pursuant to this authority. Stock options granted under this
delegation of authority vest 20% per year commencing on the first anniversary of the grant date. During fiscal 2015, 35,000 stock options were granted to employees under this authority out of a maximum of 60,000.

Fiscal 2015 Grants

In June 2014, the Compensation Committee made annual long-term incentive equity grants under our Amended and Restated Incentive Plan, which we
refer to as our Incentive Plan. As part of the compensation study delivered to the Compensation Committee in April 2014, L&A had provided information regarding long-term compensation paid to the compensation peer group. In June 2014,
L&A provided the Compensation Committee with a comparison of proposed fiscal 2015 long-term incentive values against the compensation peer group values from the compensation study. On average, the Named Executive Officer long-term incentive
compensation was between the median and the 75
th
percentile of the compensation peer group. In determining the value of the equity to be granted, the Compensation Committee took into consideration
the Companys strong performance relative to its industry peers as demonstrated in the L&A industry performance study (see Market ComparisonsPerformance Peers above), the L&A compensation study, the fact that all of
the long-term incentive compensation was to have performance-based vesting and not time-based vesting, Mr. Rowleys input (on all individuals other than himself), the Compensation Committees assessment of the executives
importance and contribution to the organization, and the executives level of responsibility.

The value granted was allocated with
respect to each Named Executive Officer between performance-vesting restricted stock and performance-based stock options (each with Company financial metric as well as individual performance metrics), such allocation being based on the Compensation
Committees consideration of the recipients proximity to retirement and the recipients stated preference. The Committee believes that the structure of the fiscal 2015 long-term compensation program is consistent with the
Compensation Committees philosophy of linking compensation to our performance.

Restricted Stock Grant and Stock Option Grant

Effective June 3, 2014, the Compensation Committee approved restricted stock awards and stock option awards under the Incentive
Plan to a group of its key employees, including its Named Executive Officers. The awards are comprised of shares of restricted stock and stock options, each of which vest based upon the achievement by the Company of an average return on equity
for the ten years ended March 31, 2015 of at least 15%. If the Company performance vesting criterion is satisfied, then the Compensation Committee may exercise negative discretion with regard to the award based on the employees
achievement of individual goals approved by the Compensation Committee. Following any such exercise of negative discretion, (i) the restricted stock awards become fully vested one-fifth promptly after the certification date and one-fifth on
March 31 for each of the following four years (in each case assuming continued service through such dates); and (ii) the earned stock options will become exercisable one-third promptly after the certification date and one-third on
March 31 for each of the following two years (in each case assuming continued service through such dates).

The terms and conditions
of the restricted stock are substantially the same as the restricted stock grants made in fiscal 2014, except that the performance criterion is as described above. The terms and conditions of the stock options are substantially the same as the stock
option grants made in fiscal 2014, except that the options are performance-based (as described above) rather than time-vesting. Any shares of restricted stock or stock options that were not earned at the end of fiscal 2015 were to be forfeited. As
in the case of prior equity awards, the restricted stock and stock options will also vest upon a change in control of the Company. See Change in Control Benefits below.

The number of shares of restricted stock granted was determined by reference to the market price
of our Common Stock on the date of grant. The number of option shares granted to our Named Executive Officers was determined by valuing the options on the date of grant using the Black-Scholes method. The following table shows the restricted stock
and stock options granted to each of the Companys Named Executive Officers on June 3, 2014:

Name

Shares of
Restricted Stock

Number of Stock
Options

Steven R. Rowley

8,585

70,266

D. Craig Kesler

4,293

11,711

Gerald J. Essl

7,297

6,637

David B. Powers

6,868

6,246

In May 2015, the Compensation Committee certified that the Companys 16.45% average return on equity for
the ten years ended March 31, 2015 satisfied the Company performance goal. The Committee then had the opportunity to exercise negative discretion based on a grantees achievement of individual goals that had been previously established by
the Committee. No such negative discretion was exercised by the Committee with respect to the Named Executive Officers, who earned 100% of the restricted stock and stock options awarded. One-fifth of the earned restricted shares vested promptly
after such determination date, and the remaining four-fifths will vest ratably on March 31 of 2016, 2017, 2018 and 2019. One-third of the earned stock options were vested upon the vesting determination in May 2015, and one-third of the
remaining earned amounts will vest on March 31 of 2016 and 2017 (in each case assuming continued service through such dates).

Mr. Haack joined the Company in December 2014. His equity grants are described above under New Named Executive Officer Compensation
and Benefits.

Profit Sharing and Retirement Plan

Each of the Named Executive Officers is a participant in our Profit Sharing and Retirement Plan, which we refer to as our PSRP. The
PSRP is a qualified defined contribution plan covering substantially all salaried employees of the Company and our subsidiaries. Participants in this plan may elect to make pre-tax contributions of up to 70% of their base salary subject to the limit
under Internal Revenue Code Section 402(g) (currently $18,000), employee after-tax contributions of up to 10% of base salary and, if the participant is at least age 50, catch-up contributions up to the statutory limit under Internal
Revenue Code Section 414(v) (currently $6,000). In addition, the PSRP provides for a discretionary employer profit sharing contribution that is a percentage of base salary for the year. Participants are fully vested to the extent of their
pre-tax and after-tax contributions and become vested in the employer profit sharing contribution over a six-year period (i.e., 20% per year beginning with the second year of service). All of the Named Executive Officers (other than
Mr. Haack, who joined the Company in December 2014) have been employed by the Company or our affiliates long enough to be fully vested. Participants are entitled to direct the investment of contributions made to the PSRP on their behalf in
various investment funds, including up to 15% in an Eagle Common Stock fund. Such amounts are payable upon a participants termination of employment, disability or death in the form of a lump sum, installments or direct rollover to an eligible
retirement plan, as elected by the participant. At the participants election, amounts invested in the Common Stock fund are distributable in shares of our Common Stock. Employer profit sharing contributions made to the PSRP on behalf of our
Named Executive Officers in fiscal 2015 are reflected in the Summary Compensation Table located on page 36 of this proxy statement. A list of the investment funds provided under the PSRP is provided in the footnotes to the Nonqualified Deferred
Compensation Table located on page 42 of this proxy statement.

SERP

In fiscal 1995, the Board approved our Supplemental Executive Retirement Program, which we will refer to as our SERP, for certain
employees participating in the PSRP. Internal Revenue Code Section 401(a)(17) limits the amount of annual compensation (currently $265,000) that may be considered in determining our contribution to the PSRP for the account of an eligible
participant. The SERP was established to eliminate the adverse treatment that higher-salaried employees receive as a result of such limit by making a contribution for each participant in an amount substantially equal to the additional employer
profit sharing contribution that he or she would have received under the PSRP had 100% of his or her base salary been eligible for a profit sharing contribution. As in the case of the PSRP, annual incentive bonuses paid to participants are not
included when determining the amount of contributions to the SERP. The Compensation Committee believes that the SERP therefore allows us to confer the full intended benefit of the employer profit sharing contribution under the PSRP without the
arbitrary limitation of the Internal Revenue Code rules noted above. Contributions accrued under the SERP for the benefit of the higher-salaried employees vest under the same terms and conditions as under the PSRP (i.e., over a six-year period) and
may be invested by the participant in several of the same investment options as offered under the PSRP. Benefits under the SERP are payable upon the participants termination of employment in a lump sum or installments as elected by the
participant in accordance with the terms of the SERP, subject to the six month delay in payment for key employees under Internal Revenue Code Section 409A to the extent applicable. As with the PSRP, all of the Named Executive Officers (other
than Mr. Haack, who joined the Company in December 2014) have been employed by the Company or our affiliates long enough to be fully vested. Employer contributions to the SERP of our Named Executive Officers in fiscal 2015 are reflected in the
Summary Compensation Table located on page 36 of this proxy statement. A list of the investment funds provided under the PSRP is provided in the footnotes to the Nonqualified Deferred Compensation Table located on page 42 of this proxy statement.

The Named Executive Officers, along with other officers and key employees, are participants in our Salary Continuation Plan, which we refer to
as the SCP. Under this plan, in the event of the death of a participating employee, we will pay such employees beneficiaries one full year of base salary in the first year following death and 50% of base salary each year thereafter
until the date such employee would have reached normal Social Security retirement age, subject to a maximum amount of $1.5 million. Payments are made to the employees beneficiary on a semi-monthly basis. The purpose of the plan is to provide
some financial security for the families of the participating employees, which assists the Company in attracting and retaining key employees. Benefit amounts under the plan are intended to provide a basic level of support for beneficiaries. To cover
these potential obligations, we pay the premiums on life insurance policies covering the life of each participating employee. Such policies are owned by the Company and proceeds from such policies would be initially paid to the Company. Premiums
paid on policies covering our Named Executive Officers in fiscal 2015 are reflected in the Summary Compensation Table located on page 36 of this proxy statement. Amounts potentially payable to the beneficiaries of our Named Executive Officers
pursuant to the SCP are described in Potential Payments Upon Termination or Change in Control beginning on page 43 of this proxy statement.

Change in Control Benefits

Awards under our Incentive Plan are generally subject to accelerated vesting, without regard to whether any applicable performance criteria
have been or will be satisfied, upon the occurrence of a change in control as defined in the applicable award agreement. Under the award agreements or incentive program documents, a change in control is defined as
(i) the acquisition by any person or entity of 50% or more of the outstanding shares of any single class of our Common Stock or 40% or more of outstanding shares of all classes of our Common Stock; (ii) a change in the composition of our
Board such that the current members of the Board cease to constitute a majority of the Board; or (iii) the consummation of a merger, dissolution, asset disposition, consolidation or share exchange, unless (1) more than 50% of the stock
following such transaction is owned by persons or entities who were stockholders of the Company prior to such transaction, (2) following such transaction, no person or entity owns 40% or more of the common stock of the corporation resulting
from such transaction, and (3) at least a majority of the members of the resulting corporations board of directors were members of our Board. If a change in control occurs, any unvested outstanding stock options, restricted stock,
restricted stock units or cash awards would generally become immediately fully vested, and, in the case of stock options, exercisable or, the case of restricted stock, RSUs or cash awards, payable, in each case without regard to whether any
applicable performance criteria have been or will be satisfied. See Potential Payments Upon Termination or Change in Control beginning on page 43 of this proxy statement. We believe the provision of these change in control benefits is
generally consistent with market practice among our peers, is a valuable executive talent retention incentive and is consistent with the objectives of our overall executive compensation program. For example, the equity vesting provides employees
with the same opportunities as stockholders, who are generally free to sell their equity at the time of the change in control event and thereby realize the value created at the time of the transaction.

Stock Ownership Guidelines

In order to align the interests of the Named Executive Officers with our stockholders, and to promote a long-term focus for the officers, the
Board of Directors has adopted executive stock ownership guidelines for the officers of the Company and our subsidiaries.

The guidelines for the Named Executive Officers are expressed as a multiple of base salary as set
forth below (with actual ownership reflected as of the record date for the annual meeting):

Name

Multiple of Salary
Ownership Guidelines

Number of Shares
of Common Stock
(1)

Actual Ownership
(2)

Steven R. Rowley

5X

83,400

166,961

D. Craig Kesler

3X

26,900

61,069

Michael Haack

3X

18,800

10,000

Gerald J. Essl

3X

22,200

47,702

David B. Powers

3X

22,200

48,867

(1)

Our stock ownership guidelines for executives are expressed as a number of shares of our Common Stock. The number of shares is determined by multiplying the
executives annual base salary on the date the executive becomes subject to the stock ownership guidelines by the applicable multiple and then dividing the product by the closing price of our Common Stock on the NYSE on the date the executive
becomes subject to the policy. The amount is then rounded to the nearest 100 shares.

(2)

Types of ownership counted toward the guidelines include the following:



Stock holdings in our PSRP;



Direct holdings;



Indirect holdings, such as shares owned by a family member residing in the same household; and



Shares represented by restricted stock.

Once established, a participants ownership
requirement generally does not change as a result of changes in his or her compensation or fluctuations in the price of our Common Stock but could change in the event of a promotion. Newly elected officers have five years to meet the applicable
ownership requirement. Compliance with the ownership guidelines is reviewed annually by the Compensation Committee. Based on the current holdings of the Named Executive Officers, all of the Named Executive Officers have already achieved, or we
anticipate that all such officers will achieve, their stock ownership goal within the five-year time frame.

Limitations
on Tax Deductibility of Compensation

Section 162(m) of the Internal Revenue Code generally disallows a tax deduction for
public corporations for compensation over $1,000,000 paid in any fiscal year to the corporations chief executive officer and four other most highly compensated executive officers. However, this law exempts performance-based compensation from
the deduction limit if certain requirements are met.

Our Incentive Plan has been approved by our stockholders and Compensation Committee
and otherwise meets the requirements for performance-based compensation under Internal Revenue Code Section 162(m). The Eagle Annual Incentive Program is adopted under the structure of our Incentive Plan and is subject to the terms and
conditions of that plan, including the requirements for performance-based compensation. The Compensation Committee generally seeks whenever possible to structure annual incentive and long-term incentive compensation awards, such as stock option and
restricted stock grants under our Incentive Plan, in a manner that satisfies the Section 162(m) requirements, but reserves the right to award nondeductible compensation as it deems appropriate. Further, because of ambiguities and uncertainties
as to the application and interpretation of Section 162(m) and the related regulations, no assurance can be given that compensation intended by the Compensation Committee to satisfy the requirements for deductibility under section 162(m) does
in fact do so.

The following table summarizes all fiscal 2013, 2014 and 2015 compensation earned by or paid to our Named Executive Officers, who consist of
our Chief Executive Officer, our Chief Financial Officer and the three most highly compensated executive officers (other than the Chief Executive Officer and Chief Financial Officer) who were serving as executive officers at fiscal year-end.

Includes amounts deferred on a pre-tax or after-tax basis at the election of the executive under our PSRP, which is described in greater detail under Profit Sharing and Retirement Plan on page 33 of this
proxy statement.

(2)

The amounts in this column represent payments to the Named Executive Officer under the Companys Special Situation Program for the applicable fiscal year, except that the amount for Mr. Haack includes a
$150,000 cash signing bonus and $250,000 annual incentive bonus.

(3)

The amounts in this column reflect the value of restricted stock awards made to the Named Executive Officer in each of the fiscal years presented and are consistent with the grant date fair value of the award computed
in accordance with FASB ASC Topic 718. For assumptions used in determining these values, refer to (a) footnote (J) to the Companys audited financial statements for the fiscal year ended March 31, 2015 included in the Fiscal
2015 Form 10-K; (b) footnote (J) to the Companys audited financial statements for the fiscal year ended March 31, 2014 included in the Fiscal 2014 Form 10-K; and (c) footnote (J) to the Companys audited financial
statements for the fiscal year ended March 31, 2013 included in the Fiscal 2013
Form 10-K.

(4)

The amounts in this column reflect the value of option awards made to the Named Executive Officer in each of the fiscal years presented and are consistent with the grant date fair value of the award computed in
accordance with FASB ASC Topic 718. For assumptions used in determining these values, refer to (a) footnote (J) to the Companys audited financial statements for the fiscal year ended March 31, 2015 included in the Fiscal 2015
Form 10-K; (b) footnote (J) to the Companys audited financial statements for the fiscal year ended March 31, 2014 included in the Fiscal 2014 Form 10-K; and (c) footnote (J) to the Companys audited financial
statements for the fiscal year ended March 31, 2013 included in the Fiscal 2013 Form 10-K.

The amounts in this column represent payments to the Named Executive Officer under the applicable annual incentive compensation program for the applicable fiscal year. For fiscal 2013, the amounts also include awards to
the Named Executive Officer under the Eagle Materials Inc. Long-Term Cash Compensation Program for Fiscal 2013. The amounts in this column do not reflect any dividend equivalent units which are accrued by or paid to holders of our RSUs at any time
we pay a cash dividend on our Common Stock (see footnote 6 below).

(6)

The amounts shown in this column represent: (1) Company profit sharing contributions to the account of the Named Executive Officer under our PSRP; (2) Company contributions to the account of the Named
Executive Officer under our SERP; (3) premium costs to the Company of life insurance policies obtained by the Company in connection with our SCP; (4) wellness awards; and (5) dividend equivalent RSUs. The PSRP is described in greater
detail under Profit Sharing and Retirement Plan on page 33 of this proxy statement. During fiscal 2015, the Named Executive Officers each received $26,000 in employer profit sharing contributions with respect to the PSRP. The SERP is
described in greater detail under SERP on page 33 of this proxy statement. During fiscal 2015, the Named Executive Officers received the following employer contributions with respect to the SERP: Mr. Rowley  $64,525;
Mr. Kesler  $9,475; Mr. Essl  $12,325; and Mr. Powers  $12,325. The SCP is described in greater detail under Salary Continuation Plan on page 34 of this proxy statement. During fiscal 2015, the Company
paid premium costs in the following amounts for life insurance policies obtained under the SCP with respect to the Named Executive Officers: Mr. Rowley  $5,274; Mr. Kesler  $5,274; Mr. Haack  $733; Mr. Essl
 $1,084; and Mr. Powers  $1,385. For fiscal 2013, the amounts in this column also include the value of Common Stock paid during such fiscal year for dividend equivalent units. Dividend equivalent units are credited as additional
RSUs to holders of our earned RSUs at any time we pay a cash dividend on our Common Stock. The value of the dividend equivalent units is not reflected in the Stock Awards column.

(7)

Mr. Haack was hired as Executive Vice President and Chief Operating Officer effective December 1, 2014.

The following table sets forth the grants of plan-based awards made during fiscal 2015 to the Named Executive Officers.

Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards

Estimated Future Payouts Under
Equity Incentive Plan Awards

Exercise
or Base
Price of
Option
Awards
($/sh)

Grant Date
Fair Value
of Stock
and Option
Awards
(1)

Name

Grant
Date

Threshold
($)

Target
($)

Maximum
($)

Threshold
(#)

Target
(#)

Maximum
(#)

Steven R. Rowley

5/13/14

6/3/14

6/3/14







$

1,429,216





(2)





















70,266

8,585

(3)

(4)

$



87.37



$



2,250,000

750,000

D. Craig Kesler

5/13/14

6/3/14

6/3/14







571,687





(2)





















11,711

4,293

(3)

(4)



87.37





375,000

375,000

Michael Haack

12/1/14

12/1/14





















50,000

10,000

(5)

(5)

79.90



1,548,700

799,000

Gerald J. Essl

5/13/14

6/3/14

6/3/14







575,843





(2)





















6,637

7,297

(3)

(4)



87.37





212,500

637,500

David B. Powers

5/13/14

6/3/14

6/3/14







666,959





(2)





















6,246

6,868

(3)

(4)



87.37





200,000

600,000

(1)

The amounts included in this column reflect the grant date fair value of the award computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in footnote
(J) to the Companys audited financial statements for the fiscal year ended March 31, 2015 included in the Fiscal 2015 Form 10-K.

(2)

These amounts represent the maximum annual incentive payments potentially payable to the Named Executive Officers pursuant to the Eagle Annual Incentive Program or the Divisional Annual Incentive Bonus Programs, as
applicable, for fiscal year 2015. There are no thresholds or maximums for these awardsthey are merely a function of multiplying the pre-determined percentage by the operating earnings for the fiscal year. The actual pay-outs to the Named
Executive Officers were as follows: Mr. Rowley  $1,429,216; Mr. Kesler  $571,687; Mr. Essl  $575,843; and Mr. Powers  $653,620. These incentive programs are described in greater detail under Annual
Incentive Bonus beginning on page 28 of this proxy statement.

(3)

These amounts represent grants of stock options to purchase shares of Common Stock made on June 3, 2014 under our Incentive Plan. The vesting of the stock options was subject to performance vesting criteria.
One-third of the stock options vested on May 5, 2015; one-third will vest on March 31, 2016; and one-third will vest on March 31, 2017. These stock options are described in greater detail under Long-Term Incentive
CompensationFiscal 2015 Grants beginning on page 32 of this proxy statement.

(4)

These amounts represent grants of restricted stock made on June 3, 2014 under our Incentive Plan. The vesting of the restricted stock was subject to performance vesting criteria. One-fifth of the earned restricted
stock vested on May 7, 2015; one-fifth will vest on March 31, 2016; one-fifth will vest on March 31, 2017; one-fifth will vest on March 31, 2018; and one-fifth will vest on March 31, 2019. These restricted stock grants are
described in greater detail under Long-Term Incentive CompensationFiscal 2015 Grants beginning on page 32 of this proxy statement.

(5)

These amounts represent grants of stock options and restricted stock made to Mr. Haack on December 1, 2014 under our Incentive Plan. The awards are time vesting over five years.

Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units
or
Other
Rights That
Have Not
Vested
(#)

Equity
Incentive
Plan
Awards:
Market or
Payout
Value
of
Unearned
Shares,
Units
or Other
Rights That
Have Not
Vested
($)
(1)

Steven R. Rowley

14,755

33,232

88,620

80,412

28,804









40,206

57,607



(6)

(8)











70,266

(9)

$

62.830

30.735

27.530

33.690

67.210

87.370

05/09/2016

05/18/2020

06/27/2021

06/19/2022

08/12/2023

06/03/2024

33,333

20,704

6,174

6,696





(2)

(4)

(5)

(7)

$

2,785,305

1,730,026

515,899

559,518





8,585











(3)

$

717,363











D. Craig Kesler

10,653

21,456

7,201





10,728

14,402



(6)

(8)







11,711

(9)

27.530

33.690

67.210

87.370

06/27/2021

06/19/2022

08/12/2023

06/03/2024

11,667

5,993

1,647

1,674

(2)

(4)

(5)

(7)

974,895

500,775

137,623

139,879

4,293







(3)

358,723







Michael Haack



50,000

(10)



79.900

12/01/2024

10,000

(11)

835,600





Gerald J. Essl

9,523

11,598

2,721





11,598

5,440



(6)

(8)







6,637

(9)

27.530

33.690

67.210

87.370

06/27/2021

06/19/2022

08/12/2023

06/03/2024

6,674

1,780

5,691

(4)

(5)

(7)

557,679

148,737

475,540

7,297





(3)

609,737





David B. Powers

9,523

23,196

2,561





11,598

5,120



(6)

(8)







6,246

(9)

27.530

33.690

67.210

87.370

06/27/2021

06/19/2022

08/12/2023

06/03/2024

11,667

6,674

1,780

5,356

(2)

(4)

(5)

(7)

974,895

557,679

148,737

447,547

6,868







(3)

573,890







(1)

Based on the closing price per share of Common Stock on the NYSE on March 31, 2015 ($83.56).

(2)

Represents restricted stock granted on May 18, 2010 under our Incentive Plan. Restrictions will lapse upon the Named Executive Officer meeting the requirements of retirement, as defined in the award agreement.

(3)

Represents restricted stock granted on June 3, 2014 under our Incentive Plan. The Compensation Committee determined in May 2015 (i.e., after the end of fiscal 2015) that 100% of such stock was earned. One-fifth of
the earned restricted shares was paid to the Named Executive Officer on May 7, 2015. Restrictions will lapse on the remaining four-fifths of the restricted shares on March 31, 2016; March 31, 2017; March 31, 2018; and
March 31, 2019.

(4)

Represents restricted stock granted on June 27, 2011 under our Incentive Plan. Restrictions will lapse ratably on the remaining restricted shares on March 31, 2016.

(5)

Represents restricted stock granted on June 19, 2012 under our Incentive Plan. Restrictions will lapse ratably on the remaining restricted shares on March 31, 2016; and March 31, 2017.

(6)

Represents stock options granted on June 19, 2012 under our Incentive Plan. The options vest ratably over three years.

(7)

Represents restricted stock granted on August 12, 2013 under our Incentive Plan. Restrictions will lapse ratably on the remaining restricted shares on March 31, 2016; March 31, 2017; and
March 31, 2018.

(8)

Represents stock options granted on August 12, 2013 under our Incentive Plan. The options vest ratably over three years.

Represents stock options granted on June 3, 2014 under our Incentive Plan. The Compensation Committee determined in May 2015 (i.e., after the end of fiscal 2015) that 100% of such stock options was earned.
One-third of the earned stock options vested on May 5, 2015. The remaining two-thirds of the stock options will vest ratably on March 31, 2016; and March 31, 2017.

(10)

Represents stock options granted to Mr. Haack under our Incentive Plan in connection with his joining the Company as Chief Operating Officer on December 1, 2014. The stock options will vest ratably over five
years.

(11)

Represents restricted stock granted to Mr. Haack under our Incentive Plan in connection with his joining the Company as Chief Operating Officer on December 1, 2014. The restrictions will lapse ratably over
five years.

The following table sets forth information regarding the exercise of stock options and the vesting of restricted stock during fiscal 2015 for
each of our Named Executive Officers.

Option Awards

Stock Awards

Name

Number of Shares
Acquired on Exercise
(#)

Value Realized on
Exercise
($)

Number of Shares
Acquired on Vesting
(1)
(#)

Value Realized on
Vesting
(2)
($)

Steven R. Rowley





28,256

$

2,365,472

D. Craig Kesler

15,000

$

1,101,498

9,933

860,908

Michael Haack









Gerald J. Essl





23,027

2,170,175

David B. Powers





11,137

931,146

(1)

All of the amounts in this column represent shares of Common Stock received by the Named Executive Officer in connection with the lapsing of restrictions on restricted stock previously granted to the Named Executive
Officers.

(2)

The amount in this column represents the dollar amount realized by the Named Executive Officer valued at the time of the vesting of such shares.

The amounts in this column represent contributions made by the Company for the account of the Named Executive Officers during fiscal 2015 under our SERP. The SERP is an unfunded, non-qualified plan for certain
executives of the Company. Under the SERP, the Company makes contributions to the account of the executive in an amount substantially equal to the additional contributions he would have received under the PSRP had 100% of his annual salary been
eligible for a profit sharing contribution. The SERP is described in greater detail under SERP on page 33 of this proxy statement. The amounts in this column are reflected in the All Other Compensation column of the Summary
Compensation Table located on page 36.

(2)

The Company also maintains the Eagle Materials Inc. Deferred Compensation Plan. Under this Deferred Compensation Plan, eligible executives were allowed to defer the receipt of a portion of their salary or annual bonus
for fiscal 2001, up to 75% of such amounts. For fiscal years after fiscal 2001, the Deferred Compensation Plan was closed to additional employee deferrals. Amounts under the Deferred Compensation Plan are payable at a date certain or upon the
participants termination of employment, disability or death in the form of a lump sum or installments as elected pursuant to the terms of the plan. Such amounts are not subject to the six month delay applicable to key employees under Internal
Revenue Code Section 409A. The earnings in this column reflect earnings or losses on balances in the Named Executive Officers SERP account and Deferred Compensation Plan account. A Named Executive Officer may designate how his account
balances are to be invested by selecting among the investment options available under our PSRP, with the exception of the Common Stock fund. Because these earnings are not above market, they are not included in the Summary Compensation
Table on page 36 of this proxy statement. The table below shows the investment options available under our PSRP (other than the Common Stock fund) and the annual rate of return for the 12 month period ended March 31, 2015, as reported to us by
the administrator of the plan.

Fund

Rate of Return

ABF Large Cap Value

7.87

%

CBA Aggressive Growth I

11.73

%

Mainstay Large Cap Growth

15.59

%

Spartan 500 Index Fund

12.70

%

Fidelity Low Price Stock Fund

7.39

%

JP Morgan Midcap Growth Fund

13.36

%

Spartan Extended Market Index Fund

10.37

%

ABF Small Cap Value PA

6.22

%

Baron Small Cap Fund

8.76

%

Harbor International Adm

(2.67

%)

Spartan International Index Adv

(1.04

%)

Fidelity Freedom 2010 Fund

5.91

%

Fidelity Freedom 2020 Fund

6.71

%

Fidelity Freedom 2030 Fund

7.76

%

Fidelity Freedom 2040 Fund

7.86

%

Fidelity Freedom 2050 Fund

7.91

%

Fidelity Freedom Income Fund

4.31

%

Fidelity Managed Income Portfolio

1.04

%

Spartan US Bond Index

5.72

%

Vanguard Inflation Protected Securities Fund

3.16

%

Fidelity Retirement Money Market

0.01

%

(3)

The amounts in this column represent the sum of: (i) the balance in the Named Executive Officers account under the SERP; and (ii) the balance in the Named Executive Officers account under the
Companys Deferred Compensation Plan.

The following is a summary of the potential payments payable to the Named Executive Officers upon termination of employment or a change in
control of the Company under current compensation programs. Specifically, compensation payable to each Named Executive Officer upon voluntary termination, involuntary termination or in the event of death or disability and change in control is
discussed below. The amounts shown in the tables below assume that such termination was effective as of March 31, 2015, and are therefore estimates of the amounts which would be paid out to the executives (or their beneficiaries) upon their
termination. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be different. Factors that could affect these amounts include the timing
during the year of any such event, the price of our Common Stock and the executives age.

Payments
Made Upon Any Termination

Deferred Compensation
. The amounts shown in the table below do not include distribution of
plan balances under our Deferred Compensation Plan or SERP. These balances are shown in the Nonqualified Deferred Compensation in FY 2015 Table on page 42 of this proxy statement.

Death and Disability
. A termination of employment due to death or disability does not entitle the Named Executive Officer to any
payments that are not available to salaried employees generally, except for benefits payable to the beneficiaries of the Named Executive Officers in the event of termination due to death under our Salary Continuation Plan. A description of our
Salary Continuation Plan is set forth under Salary Continuation Plan on page 34 of this proxy statement.

Accrued Pay
and Profit Sharing Plan Benefits
. The amounts shown in the table below do not include payments and benefits to the extent they are provided on a non-discriminatory basis to salaried employees generally upon termination of employment or
relate to equity grants that have already vested. These include:



accrued salary pay through the date of termination;



non-equity incentive compensation earned and payable prior to the date of termination;



option grants received under the Incentive Plan which have already vested and are exercisable prior to the date of termination (subject to the terms of the applicable Nonqualified Stock Option Agreement);



restricted stock grants or restricted stock unit grants received under the Incentive Plan which have already vested prior to the date of termination (subject to the terms of the applicable Restricted Stock or Restricted
Stock Unit Agreement); and

The definition of Change in Control is described under Change in Control Benefits on page 34 of this proxy statement.

(2)

Represents the dollar value of the unexercisable stock options that are accelerated because of a change in control based on the amount, if any, that the closing price of our Common Stock on March 31, 2015 ($83.56)
exceeds the exercise price of the stock option.

(3)

Represents the dollar value of the restricted stock for which restrictions will lapse upon death, disability or a change in control based on the closing price of our Common Stock on March 31, 2015 ($83.56).

(4)

Under the terms of our SCP, in the event of a Named Executive Officers death while employed by the Company, such Named Executive Officers beneficiaries would receive the following payments, which would be
paid from the proceeds of a life insurance policy purchased by the Company covering such Named Executive Officer (calculated based on fiscal 2015 salaries):

a.

Rowley  $912,000 over the year following death, plus $456,000 per year thereafter until the beneficiaries have received a total of $1,500,000 in payments.

Kesler  $363,000 over the year following death, plus $181,500 per year thereafter until the beneficiaries have received a total of $1,500,000 in payments.

c.

Haack  $500,000 over the year following death, plus $250,000 per year thereafter until the beneficiaries have received a total of $1,500,000 in payments.

d.

Essl  $386,000 over the year following death.

e.

Powers  $386,000 over the year following death.

(5)

Represents a severance payment to Mr. Haack assuming an involuntary termination by the Company on March 31, 2015 (during his first year of employment with the Company). See New Named Executive Officer
Compensation and Benefits on page 27 for more information regarding Mr. Haacks severance benefits.

We
encourage stock ownership by our directors, officers and employees to align their interests with your interests as stockholders. The following table shows the beneficial ownership of our Common Stock, as of the record date for the annual meeting by:
(a) each director, (b) each of our current executive officers and (c) by all directors and executive officers of the Company as a group (17 persons). Except as otherwise indicated, all shares are owned directly, and the owner of such
shares has the sole voting and investment power with respect thereto.

Amount and Nature of Beneficial Ownership
(1)

Number of Shares
Beneficially
Owned
(2)

Percentage
of Common
Stock

F. William Barnett

83,615

*

Richard Beckwitt



*

Ed H. Bowman

11,073

*

Robert L. Clarke
(3)

147,828

*

William R. Devlin
(4)

68,404

*

Martin M. Ellen

5,096

*

Gerald J. Essl
(5)

70,696

*

James H. Graass
(6)

125,391

*

Michael Haack
(7)

10,000

*

Laurence E. Hirsch
(8)

1,308,149

2.6

%

D. Craig Kesler
(9)

99,880

*

Michael R. Nicolais
(10)

50,817

*

David B. Powers

84,147

*

David W. Quinn

62,978

*

Steven R. Rowley
(11)

411,787

*

Richard R. Stewart
(12)

25,192

*

Robert S. Stewart

50,466

*

All current directors, nominees and executive officers as a group (17 persons)

2,621,215

5.1

%

*

Less than 1%

(1)

For purposes of this table, beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act, pursuant to which a person is deemed to have beneficial ownership of shares of
our stock that the person has the right to acquire within 60 days. For purposes of computing the percentage of outstanding shares of Common Stock held by each person or group of persons named in the table, any shares that such person or persons have
the right to acquire within 60 days are deemed to be outstanding, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other persons.

Includes 7,000 shares of Common Stock held in trust for Mr. Essls son.

(6)

Includes 543 shares of Common Stock held in Mr. Graasss IRA.

(7)

Includes 10,000 shares of Common Stock representing the unvested shares under a restricted stock award made to Mr. Haack on December 1, 2014.

(8)

Includes 5,173 shares of Common Stock owned by Hirsch Family Partnership No. 1, Ltd.; and 5,173 shares of Common Stock owned by Hirsch Family Partnership No. 2, Ltd., with respect to which Mr. Hirsch
disclaims beneficial ownership. Excludes 1,530 shares of restricted stock that do not have voting rights while restricted.

(9)

Also includes 160 shares of Common Stock held in Mr. Keslers IRA.

(10)

Includes (a) 1,386 shares of Common Stock owned by Mr. Nicolaiss wife; (b) 1,550 shares of Common Stock owned by the profit sharing plan of Mr. Nicolaiss employer; (c) 3,500 shares
of Common Stock held in Mr. Nicolaiss IRA; (d) 555 shares of Common Stock held in trust (Mr. Nicolaiss wife is trustee) for their daughter; and (e) 555 shares of Common Stock held in trust (Mr. Nicolaiss wife is
trustee) for their son. Mr. Nicolais has disclaimed beneficial ownership of the shares of Common Stock held in trust.

(11)

Includes 1,929 shares held in Mr. Rowleys IRA.

(12)

Includes 7,000 shares owned by Stewart Family Trust.

Certain Beneficial Owners

The table below provides information regarding the only persons we know of who are the beneficial owners of more than five percent of
our Common Stock. The number of shares of Common Stock shown in the table as beneficially owned by each person as of the most recent practicable date, which is generally the date as of which information is provided in the most recent beneficial
ownership report filed by such person with the SEC. The percentage of our Common Stock shown in the table as owned by each person is calculated in accordance with applicable SEC rules based on the number of outstanding shares of Common Stock as of
June 8, 2015, the record date for our annual meeting of stockholders.

Name and Address of Beneficial Owner

Number of Shares
Beneficially Owned

Percentage of
Common Stock

BlackRock, Inc.
(1)

55 East 52
nd
Street

New York, NY 10022

3,311,416

6.6

%

The Vanguard Group
(2)

100 Vanguard Blvd.

Malvern, PA 19355

2,969,406

5.9

%

FMR LLC
(3)

245 Summer Street

Boston, MA 02210

2,675,981

5.3

%

(1)

Based solely on the information contained in a Schedule 13G/A filed with the SEC on February 9, 2015. Of the shares reported in the Schedule 13G/A, BlackRock, Inc. has sole voting power with respect to 3,164,268
shares and sole dispositive power with respect to 3,311,416 shares.

(2)

Based solely on the information contained in a Schedule 13G/A filed with the SEC on February 11, 2015. Of the shares reported in the Schedule 13G/A, The Vanguard Group has (i) sole voting power with respect to
33,196 shares; (ii) sole dispositive power with respect to 2,939,910 shares; and (iii) shared dispositive power with respect to 29,496 shares.

(3)

Based solely on the information contained in a Schedule 13G filed with the SEC on January 12, 2015. Of the shares reported in the Schedule 13G, FMR LLC has sole voting power with respect to 165,776 shares and sole
dispositive power with respect to 2,675,981 shares.

Our code of conduct adopted by the Board, which we refer to as Eagle Ethics, includes provisions addressing conflicts of interest
which arise when a director, officer, or employee has an interest in a transaction in which the Company is a participant. Eagle Ethics defines a conflict of interest as an activity, investment or association that interferes or might appear to
interfere with the judgment or objectivity of an officer or employee in performing his or her job in the best interests of the Company and our shareholders.

Under Eagle Ethics, officers or employees are encouraged to consult with their supervisors regarding any matter that may involve a conflict of
interest. In addition, Eagle Ethics requires that prior approval of the supervisor of an officer or employee, the president of the Eagle business unit in which such officer or employee is employed, and the Companys general counsel before:
(1) obtaining an ownership interest in, or position with, an Eagle supplier, contractor, customer or competitor, subject to certain exceptions relating to the ownership of publicly traded securities; (2) employing any relatives where there
is either a direct or indirect reporting relationship or a substantial amount of interaction between the relatives on the job; or (3) establishing a business relationship between Eagle and a company in which the officer or employee or his or
her relative has an ownership interest or holds a position.

In addition to the above policies included in Eagle Ethics, we have
implemented certain informal processes in connection with transactions with related persons. For example, the Companys legal staff is primarily responsible for the development of processes to obtain information from the directors and executive
officers with respect to related person transactions and for determining, based on the facts and circumstances, whether the related person has a direct or indirect material interest in the transaction. In addition, all of our employees, executive
officers and directors are required to disclose any conflicts of interest in an annual certification reviewed by our Legal Department. After disclosure, some conflicts of interest may be resolved through implementing appropriate controls for our
protection. Depending on the identity of the officer or employee involved in a transaction creating a potential conflict of interest, the conflict of interest may be resolved by the Companys legal staff or may be referred to the Audit
Committee. Where an appropriately disclosed conflict of interest is minor and not likely to adversely impact us, we may consent to the activity. Such consent may be subject to appropriate controls intended to ensure that transaction as implemented
is not adverse to the Company. In other cases where appropriate controls are not feasible, the person involved will be requested not to enter into, or to discontinue, the relevant transaction or relationship. If a potential conflict arises
concerning a director or officer of the Company, the potential conflict is disclosed to the Chair of the Audit Committee of the Board for review and disposition. As required under SEC rules, transactions that are determined to be directly or
indirectly material to the Company or a related person are disclosed in the annual proxy statement.

Section 16(a)
Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Companys directors and executive
officers, and persons who beneficially own more than 10% of a registered class of the Companys equity securities, to file initial reports of ownership, reports of changes in ownership and annual reports of ownership with the SEC and the NYSE.
These persons are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms that they file with the SEC.

Based solely on our review of the copies of such forms we received with respect to fiscal 2015 or written representations from certain
reporting persons, the Company believes that its directors and executive officers, and persons who beneficially own more than 10% of a registered class of the Companys equity securities, have complied with all filing requirements of
Section 16(a) for fiscal 2015 applicable to such persons.

The Companys code of conduct, Eagle Ethics, applies to all of the Companys employees, including the Companys officers. Eagle
Ethics also applies to the Board of Directors. The Companys code of conduct is designed to deter wrongdoing and to promote:



honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;



compliance with applicable governmental laws, rules and regulations;



the prompt internal reporting of violations of the code of conduct to an appropriate person or persons identified in the code of conduct; and



accountability for adherence to the code of conduct.

All of the Companys employees and
directors are required to certify to the Company, on an annual basis, that they have complied with the Companys code of conduct without exception or, if they have not so complied, to list the exceptions. The Company has posted the text of its
code of conduct on its Internet website at
www.eaglematerials.com
(click on Investor Relations, then on Corporate Governance, then on Eagle Ethics under the heading Code of Ethics).
Additionally, the Company will provide without charge a copy of the code of conduct to any person upon written request to our Secretary at our principal executive office.

We are seeking your advisory vote approving the compensation paid to our named executive officers as disclosed in this proxy
statement. We believe the structure of our executive compensation programs promotes our business objectives and serves to motivate, attract and retain executive talent.

We urge stockholders to read our Compensation Discussion and Analysis beginning on page 20 of this proxy statement, which
describes in more detail how our executive compensation policies and programs operate.

We are seeking stockholder approval of the
following advisory resolution:

RESOLVED
, that the compensation paid to the Companys named executive officers,
as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the related material disclosed in this Proxy Statement, is hereby
approved by the stockholders of the Company on an advisory basis.

Although the vote on this proposal is advisory and nonbinding, the
Compensation Committee and the Board will review the results of the vote and consider them when making future determinations regarding our executive compensation programs. The affirmative vote of a majority of the votes cast by shares entitled to
vote thereon is required for the approval of the foregoing resolution. Abstentions and broker non-votes are not counted as votes cast, and therefore do not affect the approval of the resolution.

Recommendation of the Board

Our Board of Directors recommends that holders of Common Stock vote for the non-binding advisory resolution approving the
compensation paid to our named executive officers.

Ernst & Young acted as our independent auditors to audit our books and records for fiscal year 2015, and the Audit Committee expects
to appoint Ernst & Young as our independent auditors for fiscal year 2016 if its proposal for audit services is satisfactory.

We
believe the approval of this expected appointment is good corporate practice because the audit of our books and records is a matter of importance to our stockholders. If our stockholders do not support the expected appointment, our Audit Committee
will consider that fact when determining whether or not to retain Ernst & Young, but still may elect to retain them. Even if the expected appointment is approved, the Audit Committee, in its discretion, may elect not to proceed with the
appointment. Once it has appointed an auditor, our Audit Committee may elect to change the appointment at any time during the year if it determines that such a change would be in our best interests and the best interests of our stockholders.

Representatives of Ernst & Young are expected to be present for the annual meeting, with the opportunity to make a statement if they
choose to do so, and will be available to respond to appropriate questions from our stockholders.

Recommendation of the
Board

Our board unanimously recommends a vote for the approval of the expected appointment of Ernst & Young as
the Companys auditors for the fiscal year ending March 31, 2016.

Ernst & Young LLP, which we refer to as Ernst & Young, audited the Companys financial statements for the fiscal years
ended March 31, 2013, 2014 and 2015.

Ernst & Young reports directly to our Audit Committee. The Audit Committee has adopted
policies and procedures for pre-approving all audit and permissible non-audit services performed by Ernst & Young. Under these policies, the Audit Committee pre-approves the use of audit and specific permissible audit-related and non-audit
services up to certain dollar limits. Other audit and permissible non-audit services that exceed a $50,000 threshold must be pre-approved separately by the Audit Committee, or, for such services that do not exceed $50,000, by a member of the Audit
Committee. Any such member must report the pre-approval at the next Audit Committee meeting. In determining whether or not to pre-approve services, the Audit Committee determines whether the service is a permissible service under the SECs
rules, and, if permissible, the potential effect of such services on the independence of Ernst & Young.

The following table sets
forth the various fees for services provided to the Company by Ernst & Young in the fiscal years ended March 31, 2015 and 2014, all of which services have been approved by the Audit Committee:

Fiscal Year Ended March 31,

Audit Fees
(1)

Audit Related Fees
(2)

Tax Fees

All Other Fees

Total

2015

$

1,164,750

$

223,713





$

1,388,463

2014

856,960

15,000





871,960

(1)

Includes fees for the annual audit and quarterly reviews, accounting and financial reporting consultations regarding generally accepted accounting principles. For fiscal 2015, the amount also includes additional work
conducted in connection with the Companys acquisition of CRS Proppants.

(2)

For fiscal 2015, the amount includes fees for due diligence conducted in connection with the Companys acquisition of CRS Proppants.

AUDIT COMMITTEE REPORT

To the Board of Directors of Eagle Materials Inc.:

We have reviewed and discussed with management and our independent registered public accounting firm, Ernst & Young, as
appropriate, (1) the audited financial statements of Eagle Materials Inc. as of and for the fiscal year ended March 31, 2015, and (2) managements report on internal control over financial reporting and the independent registered
accounting firms related opinions.

We have discussed with the independent registered public accounting firm the required
communications specified by auditing standards, together with guidelines established by the SEC and the Sarbanes-Oxley Act.

We
have received and reviewed the written disclosures and the letter from Ernst & Young required by the applicable requirements of the Public Company Accounting Oversight Board concerning independence and have discussed with Ernst &
Young the auditors independence. We have also considered whether the auditors provision of non-audit services to Eagle Materials Inc. and its affiliates is compatible with the auditors independence.

Based on the reviews and discussions referred to above, we recommend to the Board of Directors that the financial statements referred to
above be included in the Annual Report of Eagle Materials Inc. on Form 10-K for the fiscal year ended March 31, 2015.

Our Board of Directors does not intend to present for action at this annual meeting any matter other than those specifically set
forth in the Notice of Annual Meeting of Stockholders. If any other matter is properly presented for action at the meeting, it is the intention of persons named in the proxy to vote thereon in accordance with their judgment pursuant to the
discretionary authority conferred by the proxy.

DELIVERY OF DOCUMENTS TO STOCKHOLDERS

Pursuant to the rules of the SEC, the Company and services that it employs to deliver communications to its stockholders are permitted to
deliver to two or more stockholders sharing the same address a single copy of the proxy statement. Upon written or oral request, the Company will deliver a separate copy of the proxy statement to any stockholder at a shared address who wishes to
receive separate copies of such documents in the future. Stockholders receiving multiple copies of such documents may likewise request that the Company deliver single copies of such documents in the future. Stockholders may notify the Company of
their requests by calling or directing a written request to Eagle Materials Inc., Attention: James H. Graass, Secretary, 3811 Turtle Creek Blvd., Suite 1100, Dallas, Texas 75219-4487, (214) 432-2000.

DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS

Next years annual meeting of stockholders is scheduled to be held on August 4, 2016. In order to be considered for inclusion in the
Companys proxy material for that meeting, stockholder proposals must be received at our executive offices, addressed to the attention of the Secretary, not later than February 20, 2016.

For any proposal that is not submitted for inclusion in our proxy material for the 2016 annual meeting of stockholders but is instead sought
to be presented directly at that meeting, Rule 14a-4(c) under the Exchange Act permits the Companys management to exercise discretionary voting authority under proxies it solicits unless the Company is notified about the proposal on or before
May 6, 2016, and the stockholder satisfies the other requirements of Rule 14a-4(c). Our Bylaws provide that, to be considered at the 2016 annual meeting, a stockholder proposal must be submitted in writing and received by our Secretary at the
executive offices of the Company during the period beginning on February 6, 2016 and ending May 6, 2016, and must contain the information specified by and otherwise comply with our Bylaws. Any stockholder wishing to receive a copy of our
Bylaws should direct a written request to our Secretary at the Companys principal executive office.

FORM 10-K

Stockholders entitled to vote at the meeting may obtain a copy of the Companys Annual Report on
Form 10-K
for the fiscal year ended March 31, 2015, including the financial statements required to be filed with the SEC, without charge, upon written or oral request to Eagle Materials Inc.,
Attention: James H. Graass, Secretary, 3811 Turtle Creek Blvd., Suite 1100, Dallas, Texas 75219-4487, (214) 432-2000.

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off
date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

EAGLE MATERIALS INC.

3811 TURTLE CREEK BLVD.

SUITE 1100

DALLAS, TX
75219

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy
cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials
electronically in future years.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your
proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes
Way, Edgewood, NY 11717.

NOTE:
THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR ITEMS 1, 2, AND 3. IF ANY OTHER MATTERS PROPERLY COME BEFORE THE MEETING, THE PROXIES NAMED IN THIS PROXY WILL VOTE IN THEIR DISCRETION. BY EXECUTING THIS PROXY, THE UNDERSIGNED HEREBY REVOKES PRIOR PROXIES RELATING TO THE MEETING.

3
To approve the expected appointment of Ernst & Young LLP as independent auditors for fiscal year 2016.

¨

¨

¨

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such.
Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.

The undersigned hereby appoints James H. Graass and Steven R. Rowley, or either of
them, as proxies, each with full power of substitution, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of Eagle Materials Inc. that the undersigned is entitled
to vote at the Annual Meeting of Stockholders to be held at 8:00 a.m., local time, on Thursday, August 6, 2015 at the Arlington Hall at Lee Park, 3333 Turtle Creek Blvd., Dallas, Texas 75219, and any adjournment or postponement thereof.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE STOCKHOLDER(S). IF
NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE BOARD OF DIRECTORS AND FOR PROPOSALS 2 AND 3. THE PROXIES WILL USE THEIR DISCRETION WITH RESPECT TO ANY OTHER MATTERS THAT
PROPERLY COME BEFORE THE MEETING.

By execution of this proxy, the undersigned
hereby acknowledges receipt of the Notice of Annual Meeting and Proxy Statement for the August 6, 2015 Annual Meeting.